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GIFT   OF 
Bur«of  Railway  Economicfe 


A  COMPILATION 


Laws,  Deeds,  Mokigages,  Leases, 

AND  OTHER  INSTRUMENTS, 

AND 

MINUTES  OF  PROCEEDINGS, 


AFFECTING 


The  /Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company, 


TOGETHER  WITH 


A    PREFATORY    STATEMENT 

BY    THE    CHAIRMAISr. 

COMPILED  BY  DIRECTION  OF  THE  PURCHASING  COMMITTEE. 

OCTn    i9iQ 

^ 


LIBRARY        !    / 
BUREAU  OF  RAILWAY  ECONOMIC 
WASHINGTON.  D.  C. 


NEW  YORK : 
aoHiv    i»03l.he3j:xjs,    miivTEii 

'10  2    Nassau    Street) 
1S75. 


CONTENTS, 


T. 

PAGE 

Prefatory  Statement  by  J.  F.  D.  Lanier,  Chairman 1 

Statement  of   the   Purchasing    Committee,   published   in 

1862  _. 7 

Original  Plan  of  Reorganization  of  the  Pittsburgh,  Fort 

Wayne  and  Chicago  Kailroad  (adopted  in  1860) 13 

Agreements  of  Bondholders  assenting  to  the  plan  of  reor- 

sranization 20 


II. 


>, 


Laws  of  the  several  States  relating  to  or  affecting  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company.       29-63 

1.  Pennsylvania  Law^s. 

An  Act  to  provide  for  the  reorganization  of  the 
Pittsburgh,  Fort  Wayne  and^  Chicago  Railroad  Com- 
pany.    (Approved  March  31,  1860) 29 

An  Act  relating  to  Certain  Corporations.  (Ap- 
proved April  23,  1861.) 33 

'  A  Supplement  to  the  Reorganization  Act  of  March 
31,  1860,  Providing  for  a  Classification  of  Directors. 
(Approved  F"ebruary  3,  1 869.) 84 

An  Act  supplementary  to  an  Act  relating  to  certain 
Corporations,  approved  the  third  day  of  April,  Anno 
Domini  one  thousand  eight  hundred  and  sixty-one. 
(Approved  March  17,  1869) 34 


iv.  contents. 

2.  Illinois  Laws. 


PAGE 


An  Act  to  perfect  the  title  of  the  purchasers  of  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railroad,  and 
to  enable  them  to  form  a  Corporation,  and  defining 
the  powers  and  duties  of  such  Corporation.  (Ap- 
proved February  8,  1861) 35 

An  Act  to  amend  an  Act,  entitled  "  An  Act  to  pro- 
vide for  a  General  System  of  Railroad  Incorporations, 
approved  November,  5,  A.  I).  1849.  (Approved 
March  22,  1869.)  This  Act  provides  for  the  classijica- 
tio7i  of  the  Board  of  Directors _  39 

3.  Indiana  Laws. 

An  Act  to  legalize,  authorize  and  regulate  the  sale 
of,  and  to  perfect  the  title  of  purchasers  of  railroads, 
hereafter  sold,  orherenfter  to  be  sold,  by  foreclosure,  or 
other  proceedings,  &c.    (Approved  March  5,  1861) 40 

An  Act  authorizing  the  dassifiration  of  the  Board  of 
Directors  of  Railroad  Companies.  (Approved  May 
15,     1869.) 45 

4.  Ohio  Laws. 

A  law  to  regulate  the  Sale  of  Railroads,  and  the 
reorganization  of  the  same.     (Passed  April  11,1861.)  46 

An  Act  supplementary  to  an  Act,  entitled  "An  Act 
to  provide  for  the  creation  and  regulation  of  Incorpo- 
rated Companies  in  the  State  of  Ohio,  passed  May  1, 
1852.''       (Passed  April  4,  1863.) . '        52 

Quo  watranto  Pi'oceeedings. — Opinion  of  Supreme 
C'ourt  of  Ohio  that  the  P.,  Ft.  Wayne  and  Chicago 
Railway  (company  is  not  a  corporation  of  that  State.  53 

Taxation  of  Ohio  Stockholders. — Opinion  of  R.  P. 
Ranney  and  S.  J.  Tilden 61 


CONTENTS.  V. 

in. 

PAGE 

The  Deeds  and  ]!(Ioitgages  of  the  Railway 64-143 

1.  Trustees  and  Master  Commissioners'    Deed   of    Rail- 
way, etc.,  dated  February  19,  1862 64 

2.  Deed  of  former  Railroad  Company,  pursuant  to  order 

of  Court 15 

3.  The  First  Mortgage . 11 

4.  The  Second   Mortgage .  91 

5.  The  Thirf^    Mortgage i 117 

6.  Final  Conveyance  to  the  Railway  Company  sub- 
ject to  all  the  Mortgages,  with   full  assumption  of 

the  same. 131 

1.  Deed  of  further  assurance  to  the  Mortgage  Trustees, 

by  the  Railway  Company _ 140 

IV. 

Proceedings  of  Bondholders  to  modify  the  Sinking  Funds 

and  admit  an  increase  of  the  Capital  Stock. 143-180 

1.  Propositions  to  Bondholders  and  Financial  Programme  143 

2.  Minutes  of  Meeting  of  Bondholders,  April  7,  1864  _..  148 

3.  Form  of  Contract  with  the  Mortgage  Trustees,  modi- 
fying sinking  funds  and  allowing  an  increase  of 
capital  stock. 159 

4.  Circular  of  J.  F.  D.  I.anier  and  others,  Commis- 
sioners, to  see  to    application  of  moneys  under   the 

above  Financial  Programme 175 

V. 

Agreements  and  Leases  relating  to  the  Management  and 
Possession  of  the  Railway  and  Connecting  Lines,  in- 


VI.  CONTENTS. 


CLUDiNG  THE  FiNAL  Lease  of  the  wliole  Road  and  all 
its  Branches  to  the  Pennsylvania  Railroad  Com- 
pany  - -- 181-269 


VI. 
Various  Other  Documents. 

PAGE 

1.  Review  of  the  History  and  Management  of  the  Rail- 
way.    {N^ew  York  T'imea,  July,  1 8G9.) 2 TO 

2.  Form  of  new  Certificate  of  Stock 276 

3.  Contract  with  the  Grand  Rapids  and  Indiana  Railroad 
Company 278 

4.  Assignment  of  the  Contract  with  the  Grand  Rapids 
and  Indiana  Railroad  Company  to,  an  assumption  of 
all  liabilities  thereunder  by,  the  Pennsyvania  Rail- 
road  Company  _ _ _ 289 

5.  Papers  relating  to  the  special  stock  issues  to  represent 
pennanent  improvements,  and  bearing  dividends  pay- 
able and  guaranteed  by  the  lessee 293 

6.  Renewal   of  Equiqment  Bonds,  in   conformity   with 

the  lease,  payable,  principal  and  interest,  by  the  lessee  303 


PREFATORY  STATEMENT. 


The  Fukchasing  Committee  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Raih'oad,  having  watched  over  the  interests  of  all 
concerned  in  that  undertaking  for  upwards  of  fourteen  years, 
either  as  members  of  the  Committee  named,  or  of  the  Board  of 
Directors  of  the  Railway  Company,  are  satisfied  that  their  trust 
in  the  former  capacity  may  now  be  safely  closed.  Preparatory 
to  doing  this,  they  have  caused  the  present  volume  to  be  pre- 
pared, for  the  purpose  of  furnishing  to  the  stockholders  the 
means  of  referring  to  the  text  of  the  various  securities  which  re- 
present the  property,  and  of  informing  themselves  accurately 
in  respect  to  the  corporate  rights  and  franchises  under  which  the 
raih'oad  is  operated,  and  the  individual  rights  of  all  interested 
therein. 

Shortly  after  the  organization  of  the  present  Company,  the 
Committee  caused  a  pamphlet  to  be  made  up,  containing  the  prin- 
cipal documents  in  existence  at  that  time,  and  the  Board  of  Di- 
rectors, also,  have,  from  time  to  time,  had  particular  papers  printed 
and  circulated,  in  pamphlet  form,  for  the  use  of  the  stock  and 
bondholders.  But  these  pamphlets  do  not  contain,  singly  or  to- 
gether, all  the  important  documents  affecting  this  Company;  and 
they  have  become  so  scarce  as  practically  to  be  inaccessible  to  the 
bondholders  and  stockholders  at  large.  The  Committee,  on  this 
account,  determined  that  a  new  compilation  was  advisable.  They 
considered  also,  that  a  book  recording  the  documents  and  trans- 
actions which  show  the  history  and  progress  of  this  great  road 
would  be  referred  to  with  interest,  by  those  who  have  invested  in 
its  capital  or  securities,  or  who  may  desire  to  do  so  hereafter, — many 
of  whom  may  not  be  aware  of  the  extraordinary  transitions 
through  which  the  enterprise  has  passed,  or  of  the  ^policy  by 
which  it  has  been  lifted  to  its  present  prosperity. 

When  the  Purchasing  Committee  entered  actively  upon 
their  duties,  the  First  Mortgage  Bonds,  then  secured '  on  sec- 
tions of  the  road,  and  which  are  now  represented  by  the  Fii*8 


-^  J^i??^.«^i4^/>;;->'^'>^ 


Mortgage  Bouds  of  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company,  were  selling  at  about  forty-five  cents  on  the 
dollar,  although  bearing  about  twenty-seven  per  cent,  of  accumu- 
lated interest.  The  bonds  issued  in  substitution  for  these  dis- 
honored securities  are  now  sought  after,  by  sagacious  and  dis- 
criminating investors,  at  a  premium  ranging  from  twelve  to  four- 
teen per  cent.  So  that  they  may  be  considered  equal  to  any  in- 
vestment, whatever,  public  or  private. 

When  the  Purchasing  Committee  were  appointed,  nine 
different  classes  of  bonds  (including  the  Allegheny  River  Bridge 
Bonds),  secured  upon  the  railroad  or  some  section  thereof ;  two 
classes  of  bonds  secured  upon  real  estate  held  for  depot  purposes, 
&c.,  and  numerous  coupon  bonds,  were  outstanding,  and  upon 
every  one  of  these,  except  the  Bridge  Bonds,  default  in  the  pay- 
ment of  interest  had  been  made.  Even  upon  the  First  Mortgage 
Bonds  about  three  years  of  overdue  interest  had  accumulated. 
To  this  immense  load  of  interest  arrears  was  added  a  floating 
debt  of  nearly  two  millions  of  dollars,  and  a  credit  utterly  ruined. 
To  most  persons  it  seemed  hopeless  to  attempt  saving  the  junior 
liens — the  Consolidated  Bonds  sold  at  about  fifteen  cents 
upon  the  dollar — while  the  stock  was  regarded  as  entirely  worth- 
less, except,  perhaps,  as  a  means  of  controlling  the  organization. 

In  strong  contrast  to  this  condition  of  things,  we  now  see  the 
lowest  class  of  bonds,  created  in  the  reorganization  of  1862,  estab- 
lished as  investment  securities,  not  inferior,  in  the  judgment  of 
capitalists,  to  tlie  vast  majority  of  bonds  upon  the  market  se- 
cured by  first  mortgages,  and  readily  commanding  in  the  neigh- 
borhood of  par. 

But  the  success  of  the  stock  investment  is  still  more  astonish- 
ing. Here  we  have  tlie  case  of  a  road  pronounced  hopelessly  in- 
solvent, weighed  down  by  series  upon  series  of  mortgage  bonds, 
and  in  addition  to  all  these  by  an  enormous  floating  debt ;  a  road 
upon  the  credit  of  which  a  barrel  of  oil  could  hardly  be  pur- 
chased— no  one  would  sell  the  Company  anything  without  indi- 
vidual and  personal  security,  and  the  Chairman  himself,  on  many 
occasions,  was  compelled  to  make  advances  to  large  amounts,  to 
raise  the  means  actually  i*equired  to  keep  the  road  in  operation  ; 
a  Company  subject  to  foreclosures,  to  judgments,  executions  and 
sales  of  all  kinds,  in  which  it  seemed  impossible  that  the  stock 
interest  could  survive.  Nevertheless  it  was  rescued,  and  in  1869 
the  very  shares  issued  in  substitution  for  the  foreclosed  stock  be- 


came  equal  beneficiaries  in  a  dividend  fund,  sufficient  to  pay  upon 
them,  and  upon  an  equally  large  new  capital,  in  the  meantime, 
put  upon  the  road,  the  extraordinary  rate  of  twelve  per  cent,  per 
annum,  payable  quarter-yearly,  free  of  all  taxes,  and  this  after 
providing  for  bonded  interest  of  every  kind — and  in  perpetuity. 
It  will  be  observed,  that  although  the  present  stock  is  a  guaranteed 
seven  per  cent,  stock,  the  dividend  fund  provided  in  the  lease  to 
the  Pennsylvania  Railroad  Company  was  equivalent  to  twelve 
per  cent,  on  the  whole  capital  then  outstanding ;  but  the  stock- 
holders themselves,  considering  a  seven  per  cent,  stock  more  con- 
venient and  saleable,  reduced  this  rate  to  seven  per  cent,  by  in- 
creasing the  volume  of  stock  upon  which  the  fixed  dividend  fund 
of  $1,380,000,  annually,  was  distributable.  By  this  means,  each 
holder  of  the  stock  existing  at  the  date  of  the  lease  became  en- 
titled to  exchange  every  one  hundred  shares  held  by  him  for  one 
hundred  and  seventy-one  shares  of  the  stock  now  outstanding — 
an  arrangement  which  is  believed  to  have  proved  very  acceptable 
and  beneficial  to  all. 

Having  indicated  the  results  which  have  been  achieved,  a 
brief  reference  to  the  principal  measui-es  adopted  by  those  in 
charge  of  the  interests  of  the  stockholders  and  creditors  will  not 
be  inappropriate. 

In  the  Autumn  of  1860,  the  affairs  of  the  Company  being  in 
the  disastrous  condition  before  referred  to,  some  of  the  principal 
holders  of  the  various  classes  of  bonds,  and  particularly  the  First 
and  Second  Mortgage  bondholders,  held  frequent  conferences  at 
the  office  of  Winslow,  Lanier  &,  Co.,  with  a  view  of  devising 
some  means  by  which  the  undertaking  might  be  rescued. 

One  of  the  first  steps  to  the  union  and  harmonization  of  the 
confiicting  interests  was,  to  place  the  whole  line  in  the  hands  of 
Hon  Wm.  B.  Ogden,  of  Chicago,  as  Receiver ;  and  the  road  was 
operated  by  him,  to  the  satisfaction  of  all  parties,  during  the  fore- 
closure proceedings. 

About  the  20th  of  Octobei-,  in  that  year,  these  gentlemen 
agreed  upon  A  Plan  of  Reorganization  which  was  equitable  in 
its  provisions,  and  so  thoroughly  digested  and  worked  up  that,  it 
speedily  met  with  general  acceptance. 

This  Plan  contemplated  the  appointment  of  five  gentlemen,  to 
purchase  in,  under  decrees  of  foreclosure  necessary  to  be  ob- 
tained in  the  Courts  of  four  different  States,  whose  decisions  it 
was  indispensable  to  have  in  harmony,  the  whole  railroad,  with 


its  equipments  and  appurtenances,  and  invested  them  with  plen- 
ary powers  in  regard  to  the  organization  of  a  new  company,  to  be 
controlled  by  the  Mortgage  Creditors;  and,  generally,  to  take 
such  measures  for  the  interest  of  the  creditors  as  they  might  deem 
advisable.  The  live  gentlemen  appointed  to  the  trust,  and  who 
thereupon  became  known  as  the  Purchasing  Committee,  were 
James  F.  D.  Lanier,  Samuel  J.  Tilden  and  Lewis  H.  Meyer,  of 
New  York  City,  Samuel  Hanna,  of  Fort  Wayne,  Indiana,  and 
J.  Edgar  Thomson,  of  Philadelphia.  Of  these  Mr.  Hanna  de 
ceased  several  years  since,  and  Mr.  Thomson  within  the  current 
year.  The  three  gentlemen  first  named  now  constitute  the  Com- 
mittee. They  also  constitute  a  majority  of  the  Executive  Com- 
mittee of  the  Board  of  Directors,  and  have  served  upon  that 
Board  from  the  organization  of  the  Company  in  1862  to  the 
present  time. 

The  cardinal  idea  of  the  Plan  of  Reorganization  was,  to  put 
the  road  in  the  hands  of  the  mortgage  creditors,  and  to  secure  a 
permanent  control  to  them,  but  at  the  same  time  to  sacrifice  no 
honafide  interest  of  any  kind.  It  was  based  upon  a  faith  in  the 
property  and  its  future,  and  was  conceived  in  that  spirit  of  liber- 
ality and  enlightened  self-interest  which  perceives  that  in  regard 
to  ali  great  public  undertakings  of  this  character,  the  harsh  and 
literal  enforcement  of  legal  rights  is,  considering  the  complicated 
nature  of  the  equities,  not  only  unjust,  but  unwise.  The  framers 
of  the  Plan  of  Reorganization  perceived  that  by  a  policy  which 
sought  to  preserve  and  develop,  and  not  to  destroy,  general  co- 
operation would  be  secured,  and  existing  priorities  saved  and 
even  strengthened.  They  sought  to  drive  no  interest  to  the 
factious  opposition  of  despair.  The  results  of  this  policy  we  see  ; 
and  the  documents  set  forth  in  this  book  are  worthy  of  serious 
consideration  by  all  who  may  be  called  upon  to  aid  in  resuscita- 
ting undertakings  of  intrinsic  merit  which  may  be  suffering  from 
the  present  or  any  future  financial  revulsion  and  depression. 

The  Committee  desire  to  call  attention  not  only  to  the 
original  Plan  adopted  in  1860,  but  to  the  modification  of  that  Plan 
adopted  in  1864.  The  reader  of  the  mortgage  securities  will  ob- 
serve the  extraordinary  care  taken  in  them  on  behalf  of  the  bond- 
holders. In  the  first  place,  the  mortgage  deeds  themselves  were 
executed  by  the  purchasers  at  the  foreclosure  sale,  and  not  by 
the  new  Railway  Company,  and  that  road  was  only  conveyed 
to  the  new  Company  with  the  liens  of  these  mortgages  securely 


fastened  upon  them.  But  in  Article  Eighth  of  the  First  and 
Second  Mortgages  respectively,  the  precaution  was  taken  to  pro- 
hibit the  issue  of  capital  stock  by  the  Railway  Company  beyond 
the  aggregate  amount  of  six  millions  and  five  hundred  thousand 
dollars  without  the  consent  of  the  bondholders,  so  that  the  bond- 
holders possessing  the  voting  power  could  never  be  deprived  of 
the  absolute  control.  But  this  restriction  was  intended  onl}^  to 
be  precautionary,  and  the  machinery  was  provided  by  which  all 
classes  interested  might  reap  the  benefits  of  the  future  develop- 
ment of  business.  The  bondholders  were  permanently  organized 
as  a  distinct  body,  capable  of  readjusting  their  relative  rights 
and  the  rights  of  the  stockholders  as  events  might  suggest.  In 
Article  Sixth,  which  created  a  sinking  fund,  a  power  of  future 
treaty  with  the  stockholders  was  reserved,  and  this  power,  taken 
in  conjunction  with  Article  Eighth,  afi^orded  a  sufficient  considera- 
tion to  the  two  interests  for  any  future  modification  of  their 
relations. 

In  April,  1864,  it  became  evident  that  important  advan- 
tages could  be  secured  to  all  classes  by  relaxing  the  restrictions 
which  the  growth  of  business  had  made  no  longer  necessary,  upon 
conditions  looking  to  the  permanent  security  of  all.  The  bond- 
holders were  duly  convened,  to  consider  the  altered  circumstan- 
ces. The  railroad  had  originally  been  built  in  sections,  by  separ- 
ate companies,  and  with  inadequate  capital.  It  could  hardly  be 
called  a  completed  road,  when  the  present  Company  was  first  or- 
ganized, and  although,  under  the  judicious  and  economical  man- 
agement of  the  bondholding  interest,  its  condition  had  been 
greatly  improved,  by  the  use  of  such  earngings  as  were  from  time 
to  time  available  for  purposes  of  renewal  and  constructions,  it 
was  still  in  1864  wholly  inadequate,  both  in  condition  and  equip- 
ment, to  the  traftic  then  offering  and  constantly  increasing.  It 
was  determined,  therefore,  to  remove  the  restrictions  on  the  stock, 
provided  the  proceeds  of  the  first  new  issues  were  expended 
upon  the  road  itself  and  upon  other  conditions. 

The  Committee  call  attention  to  the  fact  that  under  the  new 
programme  a  provision  was  incorporated  in  the  First  and  Second 
Mortgages  by  which  the  Company  were  required  to  pay  annually 
and  unconditionally  fixed  sums  sufiicient  in  themselves  to  extin- 
guish these  classes  of  bonded  indebtedness  long  before  maturity. 
This  circumstance,  taken  in  connection  with  the  fact  that  by  the 
organic  laws  relating  to  the  Company  no  new  indebtedness  to 


6 

an  amount  exceeding  five  per  cent  of  the  capital  stock  can  be 
created  without  the  consent  of  the  shareholders,  will  indicate 
upon  how  secure  a  basis  all  interests  in  the  undertaking  now 
rest. 

The  circumstances  relating  to  the  lease  of  the  railroad,  to  the 
Pennsylvania  Railroad  Company,  in  June,  1869,  and  the  objects 
accomplished  by  that  lease  are  fully  treated  of  in  the  body  of  the 
book,  and  need  not  be  further  adverted  to  here. 

In  conclusion,  the  Committee  congratulate  the  stock  and 
bond  holders  upon  the  future  now  secured  to  this  great  road. 

The  Committee  have  seen  it  in  its  darkest  days ;  they  have 
given  it  their  best  services  for  years,  and  have  every  reason  to 
be  gratified  with  the  result.  The  Committee  take  pleasure  in 
stating  that  in  every  measure  looking  to  the  benefit  of  those 
concerned  in  the  property  they  have  had  the  faithful  co-operation 
of  their  associates  in  the  Board  of  Directors,  and  particularly 
the  efficient  and  hearty  co-operation  of  Gen'l  Geo.  W.  Cass, 
who  has  so  long  and  worthily  filled  the  position  of  President. 

Nothing  remains  now,  but  for  the  future  managers  to  see 
that  the  terms  of  the  lease  are  faithfully  adhered  to — which 
they  no  doubt  will  be  by  the  lessee.  The  lease  itself  contains 
every  provision  which  suggested  itself  to  experienced  counsel  for 
the  due  protection  and  enforcement  of  the  rights  of  the  stock- 
holders, and  all  others  who  have  or  may  invest  in  the  property. 

The  present  compilation  has  been  made  up  under  the  direc- 
tion of  the  Chairman  of  the  Committee  by  the  law  firm  of 
Sinnott  &  Meyer,  of  New  York,  who  had  peculiar  facilities  for 
making  it  complete,  owing  to  Mr.  Sinnott's  personal  familiarity 
with  the  history  of  the  Company,  through  his  long  continued 
relations  to  Hon.  S.  J.  Tilden. 

JAMES  F.  D.  LANIER, 

Chairman. 

December  8,  1874. 


STATEMENT 


OF   THE 


PURCHASING  COMMITTEE. 

{Published  in  October,  1862.) 


The  iiiidersigned,  the  Trustees  and  Agents  who  were  charged 
with  the  duty  of  re-organizing  the  various  interests  represented 
by  them  in  the  Pittsburgh,  Fort  Wayne  and  Chicago  Kailroad, 
having  completed  the  distribution  of  the  newly-issued  securities 
and  stock,  to  the  parties  entitled  to  them,  under  the  Agreement 
of  October  20th,  1860,  and  having  delivered  the  road  to  the 
newly-organized  Company,  submit  a  brief  statement  of  their  acts 
by  which  these  objects  have  been  accomplished. 

The  railway  now  known  as  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  forms  a  continuous  line  of  467  miles,  from 
Pittsburgh  to  Chicago,  and  is  owned  by  one  Company,  organized 
under  several  corporate  franchises,  granted  by  States  within  which 
portions  of  the  work  are  situate.  Prior  to  the  re-organization  it 
had  become  one  line,  owned  by  one  Company,  formed  August  1, 
1856,  by  the  consolidation  of  three  distinct  lines,  owned  by  three 
distinct  companies,  to  wit :  the  Ohio  and  Pennsylvania,  extend- 
ing from  Pittsburgh,  in  the  State  of  Pennsylvania,  to  Crestline, 
in  the  State  of  Ohio,  188  miles,  of  which  47  are  in  Pennsylvania, 
and  141  are  in  Ohio ;  the  Ohio  and  Indiana,  extending  from 
Crestline  to  Fort  Wayne,  in  the  State  of  Indiana,  131  miles,  of 
which  112  are  in  Ohio,  and  19  are  in  Indiana;  and  the  Fort 
Wayne  and  Chicago,  extending  from  Fort  Wayne  to  Chicago,  in 
the  State  of  Illinois,  148  miles,  of  which  about  126  are  in  Indiana, 
and  about  22  in  Illinois. 

At  the  time  of  the  consolidation,  the  Ohio  and  Pennsylvania, 
and  the  Ohio  and  Indiana  portions  of  the  road  had  been  com- 


pleted,  and  the  Fort  Wayne  and  Chicago  portion  had  been  com- 
menced. But  a  large  outlay  was  required  to  finish,  equip  and 
render  adequate  to  the  character  and  business  of  a  road 
of  the  first  class  the  portions  which  were  in  a  condition  for  the 
running  of  trains ;  and  the  completion  of  the  section  from  Fort 
Wayne  to  Chicago  was  essential  to  the  general  objects  of  the 
line,  and  to  the  full  development  of  the  business  of  all  its  parts. 
That  part  of  the  work  was  constructed,  to  a  large  degree,  by 
means  of  temporary  credits,  in  a  period  when  tlie  negotiation  of 
bonds  was  less  practicable  than  had  been  anticipated,  and  the 
liabilities  of  the  old  Company  ultimately  proved  to  be  larger  than 
was  estimated  at  the  time  of  the  consolidation.  It  was  thus,  that 
the  embarrassments  of  the  Company  arose,  from  the  inadequacy 
of  the  capital  permanently  at  its  disposal  for  the  undertaking, 
and  not  from  any  miscalculation  of  the  utility,  value  or  produc- 
tive capacity  of  the  work  itself. 

This  inadequacy  was  attempted  to  be  removed  by  the  issue  of 
$10,000,000  of  Construction  Bonds,  secured  by  a  general  mortgage 
of  the  Consolidated  Company,  which  bonds  were  intended  to  be 
substituted  for  the  former  issues,  and  to  furnish  the  means  to 
complete  the  work.  The  same  object  was  afterwards  attempted 
by  the  funding  of  three  coupons  of  all  the  existing  bonds.  These 
expedients  failed. 

A  litigation,  growing  out  of  differences  of  opinion  between 
the  parties  in  interest,  as  to  the  proper  mode  of  renovating  the 
Company,  resulted  in  the  possession  by  a  sequestrator,  appointed 
by  one  of  the  Courts  of  Pennsylvania,  of  that  part  of  the  road 
which  is  within  that  State,  and  the  possession  of  all  the  rest  of 
the  road  by  a  Receiver  appointed  by  the  Circuit  Court  of  the 
United  States  for  the  Northern  District  of  Ohio. 

The  first  step  towards  compromise  was  in  the  union  of  the 
whole  road  in  the  possession  of  the  Hon.  William  B.  Ogden,  of 
Chicago,  who  was  agreed  upon  by  all  the  parties  as  receiver,  and 
appointed  under  an  order  finally  entered  January  17th,  1860. 

The  negotiations  which  followed,  between  the  numerous  classes 
of  creditors,  resulted  in  a  general  plan  of  adjustment,  which  the 
undersigned  were  appointed  to  perfect  and  carry  into  execution, 
with  very  liberal  discretionary  powers. 

The  condition  of  the  securities  was  complicated  and  confused. 

There  were  nine  kinds  of  bonds  secured  upon  the  road,  eight 
of  which  were  upon  separate  portions,  including  the  one  upon 


ihe  Alleghany  bridge;  two  kinds  of  bonds  secured  upon  real 
estate  of  the  Company,  and  several  kinds  of  bonds  issued  to  fund 
the  various  classes  of  coupons.  On  all  of  these  bonds,  except  the 
bridge  bonds,  default  had  been  made ;  the  arrears  of  interest 
amounted  to  several  millions ;  and  the  principal  of  the  earliest 
in  the  series  would  become  due  in  a  few  years,  and  the  others  at 
short  intervals  thereafter.  The  floating  debt  amounted  to  nearly 
two  millions ;  the  road  was  in  an  extremely  bad  condition,  and 
an  outlay  of  several  millions  of  new  capital  was  necessary  to  en- 
able it  to  take  the  position  to  which  it  was  entitled  by  its  great 
natural  advantages. 

The  practical  impossibility  of  obtaining  a  complete  substitu- 
tion of  new  securities  for  the  old,  and  for  the  miscellaneous 
liabilities,  in  a  mode  which  required  the  separate  consent  of  each 
individual,  as  a  necessary  condition  of  success ;  an  indisposition 
to  submit  to  partial  and  unjust  discriminations ;  defects  in  many 
of  the  securities  themselves,  which  had  been  prepared  during  the 
infancy  of  the  railway  system  in  this  country ;  the  inferiority 
unadvoidably  attaching  to  securities  incapable  of  being  enforced, 
except  against  separate  parts  of  a  work,  the  value  of  which  so 
much  depended  upon  its  entireness ;  disabilities  in  respect  to  legal 
remedies,  growing  out  of  the  insuflicient  and  diverse  legislation 
and  judicial  construction  of  four  States,  having  jurisdiction  over 
parts  of  the  road,  the  separate  sections  of  which  had  been  sepa- 
rately mortgaged,  and  were  usually  in  at  least  two  jurisdictions — 
all  these  considerations  dictated  a  policy  at  once  radical  and 
comprehensive. 

That  policy  consisted  in  prosecuting  to  a  sale  the  suits  which 
had  already  been  instituted  by  the  bondholders,  and,  on  the  pur- 
chase of  the  property  in  behalf  of  the  creditors,  the  re-organiza- 
tion of  all  the  interests  involved,  in  a  manner  which  it  was  be- 
lieved would  be  beneficial  to  every  interest,  but  peculiarly  so  to 
the  inferior  classes  of  creditors  and  to  the  stockholders. 

The  financial  theory  of  the  new  securities  was,  that  they  should 
be  reduced  to  a  simple  and  uniform  classification  ;  that  the  pay- 
ment of  the  principal  should  be  deferred  to  a  distant  period ;  that 
the  interest  in  arrear  should  be  funded  as  principal ;  and  that 
somewhat  more  than  two  years  of  interest  yet  to  accrue  should 
likewise  be  funded,  in  order  to  enable  the  entire  earnings,  for  that 
period,  to  be  applied  to  the  improvement  of  the  road  ;  and  that, 
after  that  period,  the  surplus  earnings,  beyond  paying  interest  on 


10 

the  First  and  Second  Mortgage  Bonds,  which  are  the  only  absohite 
obligations  to  pay  interest,  should  be  subject  to  such  application 
as  might  be  necessary  to  complete  the  road,  to  put  it  in  high  con- 
dition, and  to  provide  it  with  all  the  equipment  which  might  be 
necessary. 

For  this  purpose,  it  was  necessary  to  obtain  systematic  and 
uniform  legislation  from  the  four  States,  enabling  the  new  secu- 
rities to  be  made  liens  upon  the  whole  property,  as  an  entirety, — 
including  all  future  acquired  property,  equipment,  and  other  per- 
sonal property,  the  franchises  of  the  Company,  and  the  franchise 
to  be  a  corporation,  and  providing  a  mode  for  rendering  the  latter 
franchise  available  to  the  purchasers  at  a  sale  under  any  of  these 
liens. 

All  these  objects  are  at  last  satisfactorily  accomplished.  The 
obtaining  of  the  necessary  legislation  ;  the  laborious  negotiations 
with  parties  so  numerous,  residing  in  this  country,  in  England 
and  in  Germany ;  the  conduct  of  the  necessary  legal  proceedings 
to  consummate  a  sale  ;  the  purchase  of  the  property ;  the  organi- 
zation of  the  new  Company  ;  the  reception  of  the  old  securities  ; 
the  creation  of  the  new,  and  their  distribution  to  the  parties  en- 
titled to  them  ;  the  adjustment  of  anomalous  cases,  arising  out 
of  the  peculiar  complexity  of  the  interests  involved,  have  occu- 
pied a  period  of  more  than  two  and  a  half  years  of  our  industri- 
ous attention  to  this  large  and  difficult  trust. 

The  result  has  been,  that  the  holders  of  securities  of  even  the 
highest  class  have  been  more  benefited  than  they  could  have  been 
by  the  absolute  enforcement  of  their  legal  rights,  while  all  the 
inferior  interests  have  been  rescued  from  total  extinction. 

We  shall  not  advert  to  the  new  securities  further  than  to  draw 
attention  to  some  prominent  and  distinctive  characteristics. 

1.  The  bonds  are  not  only  secured  upon  the  whole  line  of  the 
road,  but,  by  the  force  of  statutes  in  all  the  States,  upon  future 
acquired  property,  the  equipment  and  appurtenances — even  such 
as  are  deemed  in  some  of  the  States  to  be  capable  of  being  sev- 
ered by  execution  from  the  body  of  the  road — and  upon  materials, 
supplies  and  implements,  in  all  the  States  except  Pennsylvania. 

2.  They  are  likewise  secured  upon  the  franchises  to  be  a  cor- 
poration now  possessed  by  the  Company,  which  are  by  these  sta- 
tutes declared  to  pass  to  the  purchasers,  so  as  to  enable  them  to 
organize  anew,  without  the  necessity  of  obtaining  future  legisla- 


11 

tion — often  difficult,  and   sometimes   practicable   only  through 
submission  to  unjust  sacrifices. 

3.  They  secure  to  their  holders  the  right  to  vote  in  all  meetings 
of  stockholders — the  First  and  Second  Mortgage  Bonds  at  the 
-rate  of  one  vote  for  every  two  hundred  dollars  of  their  par  value, 
and  the  Third,  at  the  rate  of  one  -vote  for  every  one  hundred  dol- 
lars— a  provision  which  the  experience  of  mortgage  creditoi*8  of 
many  railroads  in  this  country,  in  cases  where  the  stock  was  of 
small  or  merely  nominal  value,  has  shown  to  be  an  invaluable 
guaranty. 

4.  Provision  has  also  been  made  in  the  deeds  of  trust  for  a 
quasi  organization  of  the  bondholders  to  enable  them  to  act  more 
efficiently  for  the  protection  of  their  interests  and  their  legal 
rights. 

6.  The  deeds  of  trust,  by  which  the  bonds  are  secured,  are 
made  by  the  undersigned  direct  to  the  Trustees,  John  Ferguson 
and  Samuel  J.  Tilden,  subject  to  which,  and  in  subordination  to 
the  rights  created  by  which,  the  Company  takes  its  title  ;  a  mode 
of  conveyancing  which,  on  careful  consideration  by  counsel,  in 
view  of  the  peculiar  nature  and  incidents  of  individual  and  cor- 
porate ownership  under  the  laws  and  constitutions  of  this  country, 
is  deemed  to  be  a  valuable  improvement. 

6.  These  securities  have  been  carefully  prepared  (in  confor- 
mity, of  course,  to  the  bondholders'  agreement)  to  make  them  as 
effectual  as  possible,  under  the  best  lights  of  all  the  large  experi- 
ences— practical,  financial  and  legal — in  regard  to  railway  invest- 
ments of  which  the  last  ten  years  have  been  so  fruitful. 

In  the  various  legal  proceedings  for  the  sale  of  the  road,  in 
the  Circuit  Courts  of  the  United  States  for  the  Northern  District 
of  Ohio,  the  Western  District  of  Pennsylvania,  the  District  of 
Indiana,  and  the  Northern  District  of  Illinois,  the  bondholders 
have  been  represented  by  Henry  Stanberry,  Esq.,  Messrs.  Hunter 
&  Dougherty,  Messrs.  Ranney,  Backus  &  Noble,  and  S.  J.  Tilden, 
Esq.,  and  the  defendant  by  the  Honorable  Noah  II.  Swayne,  now 
Associate  Justice  of  the  U.  S.  Supreme  Court,  and  the  Honorable 
A.  G.  Thurman.  Mr.  Tilden  has  also  acted  as  the  general  coun- 
sel for  the  bondholders,  and,  aided  by  Judge  Swayne,  prepared 
the  securities. 


12 


Your  Committee  have  also  had  the  cordial  and  efficient  co- 
operation of  George  W.  Cass,  Esq.,  now  the  President  of  the 
new  Company. 

New  York,  October  1,  1862. 


(Signed)  JAMES  F.  D.  LANIEE, 

SAMUEL  J.  TILDEN, 
LOUIS  H.  MEYEE, 
J.  EDGAE  THOMSON, 
SAMUEL  HANNA. 


Trustees   and 

Purchasing 

Agents. 


ORIGINAL  PLAN 

OF 

KE-OEGANIZATION. 

{Adopted  October  20,  1860.) 


Whereas^  the  Fittsbnri^h,  Fort  Wayne  and  Chicago  Kail  road 
Company  has  become  embarrassed  and  unable  to  pay  the  inter- 
est on  the  mortgages  upon  the  respective  portions  of  its  road, 
which  were  assumed  by  it,  and  which  were  given  by  the  Ohio 
and  Pennsylvania  Railroad  Company,  the  Ohio  and  Indiana  Rail- 
road Company,  and  the  Fort  Wayne  and  Chicago  Railroad  Com- 
pany, or  upon  the  mortgages  given  by  the  Consolidated  Com- 
pany. 

And  v)hereas,  bills  of  foreclosure,  asking  for  the  sale  of  the 
Faid  railroad,  with  all  its  appurtenances  and  equipments,  have 
been  filed  b}^  certain  holders  of  bonds  of  the  original  Companies, 
and  the  trustee  of  the  mortgages  by  which  such  bonds  are  secured, 
in  the  Circuit  Courts  of  the  United  States  for  the  Northern  Dis- 
trict of  Ohio,  and  for  the  Western  District  of  Pennsylvania,  and 
for  the  District  of  Indiana,  and  for  the  Northern  District  of 
Illinois. 

And  whereas,  a  considerable  expenditure  is  necessary  for  the 
purpose  of  putting  the  said  railroad  in  a  condition  to  do  business 
with  economy  and  efficiency  ;  and  arrears  of  interest  on  the  said 
mortgages  have  accumulated,  and  the  principal  of  some  of  them 
will  fall  due  before  the  road  can  supply  the  means  of  paying  such 
principal,  in  addition  to  the  accruing  interest. 

And  whereas,  it  is  indispensable  that  the  holders  of  the  aforesaid 
bonds  of  each  class,  should  unite  with  each  other  to  provide  the 
means  of  purchasing  the  said  railroad  at  the  sale  which  has  become 
inevitable,  as  well  for  the  purpose  of  protecting  their  own  interests 


14 

from  sacrifice  as  to  preserve  the  said  railroad,  with  its  appurten- 
ances and  equipments,  as  an  entirety,  and  to  secure  the  power, 
while  respectin^^  existing  priorities,  of  saving,  as  far  as  may  be, 
the  interests  of  junior  creditors  and  stockholders  from  absolute 
extinction. 

A7id  v)herea8^  a  plan  of  mutual  adjustment  has  been  devised, 
which  seems  likely  to  secure  general  co-operation  in  promoting  the 
future  business  of  the  road,  as  well  as  in  attaining  the  aforesaid 
objects ;  which  plan  is  substantially  as  follows : 

PLAN) 

It  is  proposed  that  agents — five  in  number — shall  be  appointed 
by  the  bondholders  subscribing  an  agreement  for  the  purpose, 
who  shall  be  authorized  to  purchase  the  railroad,  with  its  appur- 
tenances and  equipments,  at  any  sale  or  sales  thereof ;  and,  in 
case  of  such  a  purchase,  that  a  corporation  or  corporations  shall 
be  organized  under  the  laws  of  Pennsylvania,  Ohio,  Indiana  and 
Illinois,  or  under  the  laws  of  some  one  or  more  of  those  States, 
and  the  said  railroad  and  property  vested  therein  ;  and  that  stock 
shall  be  created  and  securities  made,  and  the  same  disposed  of  in 
the  manner  and  on  the  conditions  hereinafter  expressed. 

ISSUE  OF  FIRST  MORTGAGE  BONDS. 

1.  Bonds  of  the  new  corporation  or  corporations  shall  be  made 
to  an  aggregate  not  exceeding  five  millions  and  two  hundred  and 
fifty  thousand  dollars,  which  shall  be  secured  by  a  first  lien  upon 
the  whole  line  of  railway  from  Pittsburgh  to  Chicago,  with  all 
its  appurtenances  and  equipments  ;  shall  bear  interest  after  1st 
January,  1862,  at  the  rate  of  seven  per  cent,  per  annum,  payable 
in  New  York,  semi-annually,  in  six  equal  classes,  and  in  such 
manner,  that  one  semi-annual  interest  payment  shall  fall  due  on  the 
first  day  of  each  month  in  every  year ;  and  shall  be  redeemable 
on  the  first  day  of  July,  1911,  or,  at  the  option  of  the  Company,  at 
any  time  or  times  after  the  first  day  of  July,  1866. 

2.  These  bonds  shall  be  convertible,  at  the  option  of  the 
holder,  into  bonds  bearing  six  per  cent,  interest,  but  irredeemable 
except  by  the  operation  of  a  sinking  fund  herein  provided,  which 
sinking  fund  shall  consist  of  one  per  cent,  on  the  amount  of 
bonds  so  converted,  to  be  reserved  at  the  same  times  at  which  in- 
terest on  the  said  bonds  shall  be  payable,  and  of  all  the  surplus 
net  earnings  of  the  Company,  after  paying  interest  on  its  bonds. 


15 

and  dividends,  at  the  rate  of  six  percent.,  on  its  stock,  until  two 
and  one-half  millions  of  dollars  shall  have  been  redeemed. 

3.  These  bonds  shall  entitle  the  holders  to  vote  at  all  meetings 
of  stockholders  of  the  Company,  at  the  rate  of  one  vote  for  every 
two  hundred  dollars  of  the  par  amount  of  such  bonds. 

ISSUE  OF  SECOND  MOKTGAGE  BONDS. 

1.  Bonds  shall  also  be  made,  to  an  aggregate  not  exceeding  five 
millions  and  onehuudred  thousand  dollars,  which  shall  be  secured 
by  a  second  lien,  and  be  redeemable  and  convertible  into  irre- 
deemable six  per  cent,  bonds,  in  like  manner  as  is  herein  provided 
in  respect  to  the  First  Mortgage  Bonds;  and  shall  bear  interest,  af- 
ter 1st  April,  1862,  at  the  rate  of  seven  per  cent,  per  annum,  pay- 
able in  like  manner  as  on  the  First  Mortgage  Bonds. 

2.  These  bonds  shall  entitle  the  holders  to  vote  in  like  manner 
and  extent  as  the  First  Mortgage  Bonds. 

3,  Provision  shall  be  inserted  in  the  said  mortgage,  that,  in 
case  of  sale  by  virtue  thereof,  a  portion  of  the  said  bonds,  not  ex- 
ceeding four  hundred  thousand  dollars,  in  the  aggregate,  shall 
have  priority  in  respect  to  the  payment  of  the  principal. 

ISSUE  OF  THIRD  MORTGAGE  BONDS. 

1.  Bonds  shall  also  be  made,  not  exceeding  two  millions  of 
dollars,  in  the  aggregate,  which  shall  entitle  the  holder,  after  the 
first  day  of  April,  1862,  to  such  net  earnings,  not  exceeding  seven 
per  cent,  per  annum,  as  may  have  been  made  in  each  preceding 
year,  after  paying  interest  on  prior  mortgage  bonds,  but  in  priority 
to  dividends  on  the  stock,  or  any  expenditure  other  than  such  as 
may  be  necessary  to  maintain  and  renew  the  railway,  its  appur  ; 
tenances  and  equipments  ;  the  application  of  such  earnings  shall  ^ 
be  secured  by  a  trust  deed,  and  the  coupons  shall,  by  reference 
thereto  or  otherwise,  express  the  nature  of  the  obligations. 

2.  These  bonds  shall  entitle  the  holders  to  vote  at  all  meetings    | 
of  stockholdei's,  at  the  rate  of  one  vote  for  every  one  hundred 
dollars  of  the  par  value  of  such  bonds. 

ISSUE  OF  STOCK.  ! 

1.  Capital  stock  of  the  new  corporation  or  corporations  may  j 

be  created,  to  the  aggregate  amount  of  six  millions  and  five  hun-  ! 

dred  thousand  dollars,  but  shall  be  limited  to  that  amount ;  and  | 

the  dividends  thereon  shall  likewise  be  limited  to  the  rate  of  six  ' 


16 

per  cent,  per  annum,  for  each  six  months  for  which  such  divi- 
dends may  be  declared. 

2.  Any  surplus  net  earnings  for  any  six  months  shall  belon<^ 
to  the  sinking  fund,  until  two  and  one-half  millions  of  the  bonds 
shall  have  been  redeemed  ;  and  such  sinking  fund  shall  be  applied 
to  purchasing  in  the  bonds  hereinbefore  mentioned,  preferences 
in  such  purchases  being  given  in  the  order  of  the  priority  of  the 
liens  by  which  the  several  classes  of  bonds  may  be  secured,  when- 
ever and  so  far  as  such  purchases  can  be  made  at  or  under  the 
par  vahie  of  such  bonds. 

FIRST  MORTGAGE  BONDHOLDERS. 

Holders  of  the  First  Mortgage  Bonds  of  the  Ohio  and  Penn- 
sylvania Raih'oad  Company,  secured  on  either  section,  holders  of 
the  First  Mortgage  Bonds  of  the  Ohio  and  Indiana  Railroad 
Company,  and  holders  of  'the  First  Mortgage  Bonds  of  the  Fort 
Wayne  and  Chicago  Railroad  Company,  acceding  to  this  plan, 
shall  be  entitled  to  its  benefits,  on  performing  all  its  conditions. 

1.  They  shall  assign,  as  they  shall  be  required,  to  such  persons 
as  may  be  designated  for  that  purpose  by  the  Purchasing  Agents 
in  the  subjoined  Agreement  named,  the  bonds  so  held  by  them, 
and  the  coupons  issued  therewith  and  remaining  unpaid,  whether 
heretofore  funded  or  not. 

2.  They  shall  thereupon  become  entitled  to  First  Mortgage 
Bonds  of  the  new  Corporation,  to  be  made  as  hereinbefore  pro- 
vided, equal  to  the  par  value  of  the  bonds  and  coupons  so  assigned, 
except  as  to  the  fractional  amounts,  less  than  the  denomination  of 
any  bonds  issued,  for  which  scrip  certificates  shall  be  given,  not 
bearing  interest  until  aggregated  and  converted  into  bonds. 

SECOND  AND  THIRD  MORTGAGE  AND  CONSTRUC- 
TION  BONDHOLDERS. 

Holders  of  the  Second  Mortgage  or  Income  Bonds  of  the  Ohio 
and  Pennsylvania  Railroad  Company,  of  the  Second  and  Third 
Mortgage  Bonds  of  the  Ohio  and  Indiana  Railroad  Company, 
and  of  the  Construction  Bonds  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railroad  Company,  acceding  to  this  plan,  shall  be 
admitted  to  its  benefits,  on  performing  the  following  conditions, 
viz.  : 

1.  They  shall  assign,  as  they  may  be  required,  to  such  persons 
as  may  be  designated  by  the  Purchasing  Agents  in  the  subjoined 


17 

Agreement  named,  the  bonds  so  held  by  them,  and  coupons  issued 
therewith  and  remaining  unpaid,  whether  funded  or  not. 

2.  They  shall  thereupon  become  entitled  to  Second  Mortgage 
Bonds  of  the  new  corporation,  to  be  made  as  hereinbefore  pro- 
vided, for  principal  of  the  bonds  so  assigned,  and  for  the  par 
amount,  without  interest,  of  such  coupons  of  the  said  bonds  as 
matured  on  or  before  the  1st  of  October,  1859. 

3.  They  shall  also  become  entitled  to  Third  Mortgage  Bonds 
of  the  new  Corporation,  to  be  made  as  hereinbefore  provided, 
equal  to  the  par  amount  of  the  coupons  maturing  after  the  1st  of 
October,  1859,  and  up  to  the  1st  of  April,  1862. 

4.  Holders  of  the  Second  Mortgage  Bonds  of  the  Ohio  and 
Indiana  Railroad  Company  shall  be  entitled  to  receive  their 
portion  of  the  Second  Mortgage  Bonds  of  the  new  Corporation, 
in  the  class  in  favor  of  which  a  priority  of  principal  in  the  con- 
tingency mentioned  is  established,  in  consideration  of  the  fact 
that  the  amount  of  the  charge  which  they  and  the  First  Mortgage 
Bonds  form  upon  the  line  covered  by  them  but  slightly  exceeds 
the  first  lien  upon  the  other  portions  of  the  line. 

5.  The  foregoing  provisions  apply  only  to  such  bonds  as  were 
actually  sold  previously  to  the  15th  day  of  July,  1860,  and  to 
such  others  as  were  or  may  be  hereafter  disposed  of,  in  adjust- 
ment of  the  floating  debt,  under  the  authority  hereinafter  ex- 
pressed. 

REAL  ESTATE  BONDS. 

Holders  of  the  bonds,  known  as  Real  Estate  Convertibles,  issued 
by  the  Fort  Wayne  and  Chicago  Railroad  Company,  and  pay- 
able on  the  first  day  of  April,  1874,  and  holders  of  the  bonds, 
known  as  Real  Estate  Convertibles  of  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railroad  Company,  payable  on  the  first  day 
of  December,  1866,  may  be  admitted,  upon  assigning,  to  such 
person  as  may  be  designated  for  that  purpose  by  the  Purchasing 
Agents  in  the  subjoined  Agreement  named,  the  bonds  by  them 
held,  with  the  couponti  issued  therewith  and  remaining  unpaid, 
to  receive,  in  exchange  therefor,  Third  Mortgage  Bonds  of  the 
new  Corporation. 

FLOATING  DEBT  SECURED  BY  BONDS. 

Construction  Bonds,  now  outstanding  as  collateral,  may  be 
used  in  adjustment  of  floating  debts  secured  by  such  bonds,  in 


18 

the  discretion  of  the  officers  of  the  Company,  to  an  amount — 
including  such  as  were  actually  sold — not  exceeding  in  the 
aggregate  2,450  bonds.  But  such  bonds  shall  not  be  used  except 
at  rates  which  shall  be  first  submitted  to  John  Ferguson,  and 
approved  by  him  as  adequate  to  adjust  all  such  cases,  without 
extending  the  aggregate  herein  limited. 

GENEKAL  CHEDITOKS. 

Holders  of  valid  and  just  debts  against  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railroad  Company,  not  included  in  the 
preceding  classes,  may,  upon  the  assignment  of  such  debts  to  the 
person  designated  for  that  purpose  by  the  Purchasing  Agents,  be 
admitted  to  receive  an  equivalent  amount  in  the  Third  Mortgage 
Bonds  of  the  new  Corporation ;  but  the  nature  and  amount  of 
such  debts,  and,  in  all  cases  where  the  debts  are  secured  by  col- 
laterals, the  rule  for  the  adjustment,  shall  be  prescribed  by  the 
Purchasing  Agents,  upon  principles  which  they  may  deem  equit- 
able, and  their  decision  as  to  the  amount  of  the  allowance,  and 
the  terms  and  conditions  thereof,  shall  be  conclusive. 

STOCKHOLDERS. 

Holders  of  stock  of  the  Pittsburgh,  Fort  Wayne  and  Chi- 
cago Railroad  Company,  upon  the  assignment  of  such  stock 
to  such  persons  as  may  be  designated  for  that  purpose  by  the 
Purchasing  Agents,  may  be  allowed  to  receive  an  equivalent 
amount  of  stock  in  the  new  Corporation,  in  shares  of  one  hun- 
dred dollars  each,  with  scrip  certificates  for  less  amounts,  not 
entitling  the  holder  to  dividends. 

GENERAL  PROYISIOJSTS. 

1.  All  cases  of  fractional  amounts  shall  be  adjusted  as  herein- 
before provided  with  respect  to  the  First  Mortgage  Bond- 
holders. 

2.  The  time  for  the  performance  of  the  conditions  of  this 
plan  shall  be  fixed  by  the  Purchasing  Agents  of  the  subscribing 
bondholders ;  or,  if  not  so  fixed  by  them,  may  be  determined 
by  the  Corporation  or  Corporations  formed  in  pursuance  hereof. 

3.  The  said  Purchasing  Agents  may  act,  in  all  cases,  by  a 
majority  of  their  number,  and  shall  decide  all  questions  which 
may  arise  in  respect  to  the  construction  or  effect  of  any  of  the 
provisions  of  this  plan ;  which  decision,  in  every  such  case,  shall 


19 

be  final  and  conclusive.  And  the  said  Agents  are  hereby  in- 
vested with  full  power  and  authority  to  execute  the  provisions  of 
this  plan,  to  supply  any  and  every  defect  in  any  and  every  case 
which  is  unprovided  for  by  its  terms,  and  generally  to  do  all 
acts  and  things  necessary  and  proper,  in  their  judgment,  to  carry 
out  its  objects. 

4.  All  parties  must  accede  to  this  plan  within  sixty  days  after 
1st  January,  1861,  or  they  will  not  become  entitled  to  its  benefits 
without  the  written  consent  of  the  said  Purchasing  Agents. 


ASSENT     OF    PARTIES 

TO  THE  FOKEGOING  PLAN.^ 


1.  Agreement  of  the  First  Mortgage  Bondholders. 

Now,  therefore,  each  of  the  persons  being  a  holder  of  First 
Mortgage  Bonds,  secured  by  first  lien  on  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Eailroad,  or  some  part  thereof,  (to  wit, 
bonds  of  the  Ohio  and  Pennsylvania  Railroad  Company,  bearing 
date  July  1st,  1850,  and  secured  on  the  section  between  Pitts- 
burgh and  Massilon,  or  bearing  date  January  1st,  1851,  and  se- 
cured on  the  section  between  Massilon  and  Crestline ;  or  of  the 
Ohio  and  Indiana  Railroad  Company,  bearing  date  August  1st, 
1852,  and  secured  on  the  road  between  Crestline  and  Fort 
Wayne ;  or  of  the  Fort  Wayne  and  Chicago  Railroad  Company, 
bearing  date  July  1st,  1853,  and  secured  on  the  road  between 
Fort  Wayne  and  Chicago),  and  subscribing  this  instrument, 
hereby  agrees,  to  and  with  each  and  all  the  other  persons,  being 
also  holders  of  the  said  bonds  and  subscribing  this  instrument,  that 
he,  the  person  so  agreeing,  hereby  accepts  of  and  consents  to  the 
terms,  conditions,  and  provisions,  applying  to  the  aforesaid  First 
Mortgage  Bonds  and  the  coupons  belonging  thereto,  which  are 
expressed  in  the  foregoing  Plan,  for  and  in  respect  to  the  bonds 
and  coupons  held  by  the  persons  so  agi-eeiug — being  the  number 
by  the  said  person  set  opposite  his  name,  afiSxed  hereto  ;  and  that 
he  will  assign  and  deliver  the  bonds  by  him  so  subscribed,  to 
such  person  or  persons  as  may  be  designated  for  that  purpose 
by  the  Purchasing  Agents  hereinafter  named,  or  by  their  surviv- 
ors or  survivor,  at  such  time  or  times,  and  at  such  place  or  places, 

*  The  recitals  are  omitted,  being  a  repetition  of  the  Plan  itself. 


21 

as  may  be  by  them  or  him  appointed ;  and  will  accept  in 
lieu  thereof,  an  amount  equal  to  the  par  value  of  the 
said  bonds  and  coupons,  in  bonds  to  be  made  by  the  cor- 
poration or  corporations  hereafter  created,  and  to  be  secured 
by  a  first  lien,  as  in  the  aforesaid  Plan  mentioned,  and 
with  certificates  for  fractional  amounts,  as  therein  provided.  And 
to  that  end,  and  for  the  considerations  aforesaid,  each  of  the  said 
persons  so  subscribing  does  hereby  irrevocably  appoint  and  con- 
stitute— 

J.  F.  D.  Lanier,  Esq.,  1 

L.  H.  Meyer,  J^  of  New  York, 

S.  J.  TiLDEN,  j 

Hon.  Sam'l  Hanna,  of  Fort  Wayne, 

J.  Edgar  Thomson,  Esq.,  of  Philadelphia, 

to  be  his  agents  and  attorneys  in  fact,  to  attend  any  sale  or  sales 
which  may  be  held  of  the  aforesaid  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad,  and  of  its  appurtenances  and  equipments,  or 
of  any  part  or  parts  of  the  said  railroad,  appurtenances,  and  equip- 
ments, whenever  and  wherever  the  same  may  be  offered  for  sale, 
under  or  by  virtue  of  the  mortgages  known,  respectively,  as  the 
First  Mortgage  of  the  Ohio  and  Pennsylvania  Railroad  Com- 
pany, bearing  date  July  1st,  1850,  or  the  First  Mortgage  of  the  said 
Company,  bearing  date  January  1st,  1851,  or  the  First  Mortgage 
of  the  Ohio  and  Indiana  Railroad  Company,  or  the  First  Mort- 
gage of  the  Fort  Wayne  and  Chicago  Railroad  Company,  or  of 
any  one  or  more  of  the  said  mortgages,  or  of  any  subsequent 
mortgage  or  mortgages,  or  at  any  sale  or  sales  which  shall  oper- 
ate to  discharge  in  whole  or  in  part  the  lien  of  such  First  Mort- 
gages, or  any  of  them,  or  any  sale  or  sales,  any  proceeds  of  which 
shall  be  applicable  upon  such  First  Mortgages,  or  any  of  them, 
whether  such  sale  or  sales  be  pursuant  to  judicial  decree,  or  to 
express  powers  ;  and  at  such  sale  or  sales,  in  their  or  his  name, 
or  in  the  name  of  either  of  them,  or  such  other  name  as  they  may 
deem  best,  to  purchase  the  said  Pittsburgh,  Fort  Wayne  and  Chi- 
cago Railroad,  and  its  appurtenances  and  equipments,  or  any  part 
or  parts  of  the  same,  in  the  manner,  and  subject  to  the  restric- 
tions hereinafter  expressed,  to  wit : 

1.  In  case  any  such  sale  or  sales  shall  be  made  separately  of 
the  portion  of  the  said  road  covered  by  any  of  the  said  first 


22 

four  mortgages,  then  such  Agents,  in  bidding  for  and  purchasing 
such  portions,  shall  be  deemed  to  act  for  the  holders  of  the  bonds 
secured  by  the  first  mortgage  upon  the  said  portion,  such  holders 
being  parties  hereto,  and  not  for  the  holders  of  bonds  secured 
on  other  portions  of  the  said  road  ;  but, 

2.  In  case  any  such  sale  or  sales  shall  be  made  jointly  of 
portions  of  the  said  road  covered  by  two  or  more  of  the  said 
first  mortgages,  then  such  Agents,  in  bidding  for,  and  purchasing 
such  portions  so  jointly  sold,  shall  be  deemed  to  act  for  the 
holders  of  bonds  secured  on  the  portions  so  sold,  such  holders 
being  parties  hereto : 

It  being  the  intent;  and  meaning  of  these  presents  that  each 
subscriber  hereto  shall  become  interested  in  the  purchase  of  the 
specific  portion  of  the  said  road,  upon  which  the  bonds  by  him 
subscribed  are  secured,  in  the  exact  proportion  which  his  bonds 
so  subscribed,  with  the  coupons  belonging  thereto,  bear  to  the 
whole  number  of  the  bonds,  with  the  coupons  belonging  thereto, 
which  are  secured  thereupon ;  or  in  the  purchase  of  the  said  por- 
tion, and  such  other  portions  of  the  said  road  as  may  be  sold 
jointly,  in  the  exact  proportion  which  his  bonds  so  subscribed, 
with  the  coupons  belonging  thereto,  bear  to  the  whole  number  of 
bonds,  with  the  coupons  belonging  thereto,  which  are  secured 
upon  the  portions  of  the  said  road  sold  jointly,  as  aforesaid  ;  and 
that  the  said  subscriber  shall  not  be  or  become  liable  for  any 
such  bid  or  bids,  or  for  any  such  purchase  or  purchases,  in 
any  manner  or  to  any  extent  beyond  the  distributive  share  of 
the  proceeds  of  such  sale  or  sales  to  which  he  may  be  en- 
titled, as  holder  of  the  bonds  by  him  hereto  subscribed. 
And  for  the  said  purposes,  and  in  consideration  as  aforesaid, 
each  person  subscribing  these  presents  hereby  agrees  that  he  will 
deposit  with  the  said  agents,  or  with  John  Ferguson,  trustee,  of 
the  City  of  New  York,  at  35  Pine  street,  the  bonds  by  him  here- 
to subscribed,  not  less  than  thirty  days  previous  to  the  earliest 
day  which  may  be  appointed  for  the  sale  of  any  portion  of  said 
road,  pursuant  to  a  judicial  decree  or  express  power  ;  and  does 
hereby  authorize  and  empower  said  agents  to  consent  to  any  and 
all  orders  or  decrees,  in  any  court  or  courtfe,  which  they  may  deem 
necessary  or  fit,  for  the  purpose  of  fixing  the  rule  for  distributing 
the  proceeds  of  any  sale  or  sales  made  jointly  of  the  whole  of  the 
said  railroad,  or  of  portions  thereof  which  are  covered  by  more 
than  one  of  the  aforesaid  mortgages. 


23 

And  it  is  further  agreed,  that  each  person  subscribing  hereto, 
and  holding  the  bonds  so  subscribed,  may  also  become  entitled 
to  an  interest  in  that  portion  of  any  purchase  or  purchases  made 
in  pursuance  hereof,  for  which  holders  of  bonds  may  not  sub- 
scribe,— to  the  extent  of  the  proportion  which  the  bonds  of  such 
person  bear  to  the  whole  number  subscribed,  on  furnishing  to  the 
said  Agents,  at  least  thirty  days  before  the  earliest  time  appointed 
for  the  sale  of  any  portion  of  the  said  road,  funds  to  defray  the 
cost  of  such  interest ;  Provided,  that  every  such  privilege  shall 
be  subject  to  the  option  of  the  said  Agents,  in  their  discretion,  at 
any  time  or  times,  to  allow  any  such  non-subscribing  bondholder 
subsequently  to  become  a  party  hereto,  on  such  terms  as  to  them 
shall  seem  expedient ;  and  it  is  further  agreed,  that  in  case  any 
party  hereto  shall  decline  or  omit  to  accept  the  benefit  of  this 
provision,  or  to  comply  with  the  same,  or  shall  fail  to  fulfill  his 
obligations  under  this  Agreement,  the  said  Agents  may  hold  the 
interest  in  the  said  purchase  or  purchases,  to  which  he  would 
otherwise  become  entitled,  for  their  own  account  and  benefit ; 
and  in  all  cases  every  person  acquiring  an  interest  in  the  said 
purchase  or  purchases  in  place  of  any  non-subscribing  bond- 
holders, or  of  any  defaulting  part}''  hereto,  shall  be  entitled  to 
stand,  as  to  the  new  securities  to  be  issued,  in  the  place  of  the 
party  to  whose  position  under  this  agreement  he  shall  have  suc- 
ceeded. 

And  the  said  agents  may  act,  in  all  cases,  by  a  majority  of 
their  number,  and  by  one  or  more  substitutes,  attorneys,  or 
agents  ;  and  they,  or  the  person  or  persons  who  shall,  under  tlieir 
authority,  receive  the  legal  title  to  the  said  road,  are  declared  to 
possess,  and  are  hereby  invested  with,  all  the  legal  and  equitable 
powers,  authorities,  and  rights  of  purchasers,  with  respect  to  the 
entire  purchase  or  purchases  which  may  be  made  in  pursuance 
of  these  presents,  and  shall  have  full  power  and  authority  to 
convey  all  the  estates,  rights,  and  authority  acquired  by  such 
purchaser  or  purchasers,  to  any  corporation  or  corporations  which 
may  be  formed  for  the  purpose  of  holding  or  operating  the 
said  railroad,  or  any  part  thereof,  upon  such  terms  and  condi- 
tions, and  with  such  restrictions  and  agreements  as  to  the  said 
Agents  shall  seem  expedient ;  and  generally  to  do  all  acts  and 
things  for  the  formation  of  the  said  corporation  or  corporations,  and 
for  investing  them,  when  so  formed,  with  the  title  to  the  railroad, 


24 

and  other  property  acquired  by  such  purchaser  or  purchasers, 
and  all  acts  and  things  for  the  carrying  out  of  the  objects  of  this 
agreement,  provided  that  the  aforesaid  authority  shall  not  extend 
to  voting,  in  behalf  of  any  subscriber  hereto,  for  directors  at  the 
meeting  or  meetings  for  the  organization  of  the  said  corporation 
or  corporations. 


2.  Agreement  of  Junior  Lien  Holders. 

Kow,  therefore,  each  of  the  persons  being  a  holder  of  bonds 
secured  by  a  second  or  third  lien  on  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Kailroad,  or  some  part  thereof  (to  wit,  bonds  of  the 
Ohio  and  Pennsylvania  Railroad  Company,  bearing  date  June 
30th,  1856,  and  secured  by  a  second  lien  on  the  road  between 
Pittsburgh  and  Crestline;  bonds  of  the  Ohio  and  Indiana  Rail- 
road Company,  bearing  date  October  1st,  1853,  and  secured  by  a 
second  lien  on  the  road  between  Crestline  and  Fort  Wayne; 
bonds  of  the  Ohio  and  Indiana  Railroad  Compan}^,  bearing 
date  September  1st,  1854,  and  secured  by  a  third  lien  on 
the  road  between  Crestline  and  Fort  Wayne  ;  and  Construction 
Bonds  of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Com- 
pany, bearing  date  January  1st,  1857.  and  secured  on  the  whole 
line  between  Pittsburgh  and  Chicago),  and  subscribing  this  in- 
strument, hereby  agrees  to  and  with  each  and  all  other  persons, 
being  also  holders  of  the  said  bonds,  and  subscribing  this  instru- 
ment, thai  he,  the  person  so  agreeing,  hereby  accepts  of  and  con- 
sents to  the  terras,  conditions  and  provisions  applying  to  the 
aforesaid  mortgage  bonds,  and  the  coupons  belonging  thereto, 
which  are  expressed  in  the  foregoing  Plan,  for  and  in  respect  to 
the  bonds  and  coupons  held  by  the  person  so  agreeing, — being  the 
number  by  the  said  person  set  opposite  his  name,  affixed  hereto, — 
and  that  he  will  assign  and  deliver  the  bonds  by  him  so  sub- 
scribed to  such  person  or  persons  as  may  be  designated  for  that 
purpose  by  the  Purchasing  Agents  hereinafter  named,  or  by  their 
survivors  or  survivor,  at  such  time  or  times,  and  at  such  place  or 
places,  as  may  be  by  them  or  him  appointed  ;  and  will  accept  in 
lieu  thereof  an  amount  equal  to  the  par  value  of  the  said  bonds 
and  coupons,  in  bonds  to  be  made  by  the  corporation  or  corpora- 
tions hereafter  created,  and  to  be  secured  by  second  and  third 
liens,  as  in  the  aforesaid  plan  mentioned,  and  with  certificates 


25 

for  fractional  amounts,  as  therein  provided;  and  to  that  end,  and 
for  the  consideration  aforesaid,  each  of  the  said  persons  so  sub- 
scribing does  hereby  irrevocably  appoint  and  constitute 

J.  F.  D.  Lanier,  Esq.,  ) 

L.  H.  Meyer,  ^  of  New  York, 

iS.    J.    TiLDEN,  ) 

Hon.  Sam'l  Hanna,  of  Fort  Wayne, 

J.  Edgar  Thomson,  Esq.,  of  Philadelphia, 

to  be  his  agents  and  attorneys  in  fact,  to  attend  any  sale  or  sales 
which  may  be  held  of  the  aforesaid  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad,  and  of  its  appurtenances  and  equipments,  or 
of  any  part  or  parts  of  the  said  railroad,  appurtenances  and 
equipments,  whenever  and  wherever  the  same  may  be  offered  for 
sale,  under  or  by  virtue  of  the  moi-tgages  known  respectively  as 
the  Mortgage  of  the  Ohio  and  Pennsylvania  Pailroad  Company, 
bearing  date  June  30th,  1856,  and  creating  a  second  lien  on  the 
road  between  Pittsburgh  and  Crestline;  the  Second  Mortgage  of 
the  Ohio  and  Indiana  Railroad  Company,  bearing  date  October 
1st,  1853  ;  the  Third  Mortgage  of  the  Ohio  and  Indiana  Railroad 
Company,  bearing  date  September  1st,  1854 ;  and  the  Mortgage 
of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company, 
bearing  date  January  1st,  1857 ;  or  of  any  one  or  more  of  the 
said  mortgages,  or  at  any  sale  or  sales  which  shall  operate  to  dis- 
charge, in  whole  or  in  part,  the  lien  of  such  mortgages,  or  any  of 
them,  or  any  sale  or  sales,  any  proceeds  of  which  shall  be  appli- 
cable upon  such  mortgages,  or  any  of  them,  whether  such  sale  or 
sales  be  pursuant  to  judicial  decree  or  to  express  powers ;  and,  in 
their  discretion,  at  such  sale  or  sales,  in  their  or  his  name,  or  in 
the  name  of  either  of  them,  or  in  such  other  name  as  they  may 
deem  best,  to  purchase  the  said  Pittsburgh,  Fort  Wayne  and  Chi- 
cago Railroad,  and  its  appurtenances  and  equipments,  or  any 
part  or  parts  of  the  same,  subject  to  any  prior  liens,  or  dis- 
charged from  any  or  all  prior  liens,  as  may  to  them  seem  best, 
but  in  the  manner  and  subject  to  the  restrictions  hereinafter  ex- 
pressed, to  wit : 

1.  In  case  any  such  sale  or  sales  shall  be  made  separately  of 
the  portion  of  the  said  road  covered  by  any  of  the  said  mortgages, 
then  such  agents,  in  bidding  for  and  purchasing  such  portion, 
shall  be  deemed  to  act  for  the  holders  of  the  bonds  secured  by 


the  mortgage  or  mortgages  upon  the  said  portion,  under  which 
such  sale  shall  be  made,  and  according  to  the  respective  rights  of 
the  said  mortgages,  such  holders  being  parties  hereto,  and  not  for 
the  holders  of  bonds  secured  on  other  portions  of  the  road  ;  but, 

2.  In  case  any  such  sale  or  sales  shall  be  made  jointly  of  por- 
tions of  the  said  road  covered  by  two  or  more  of  the  said  mort- 
gages, then  such  Agents,  in  bidding  for  and  purchasing  such  por- 
tions so  jointly  sold,  shall  be  deemed  to  act  as  aforesaid  for  the 
holders  of  bonds  secured  on  the  portions  so  sold,  such  holders 
being  parties  hereto : 

It  being  the  intent  and  meaning  of  these  presents  that  each 
subscriber  hereto  shall  become  interested  in  the  purchase,  if 
made  under  this  Agreement,  of  the  specific  portion  of  the 
said  road  upon  which  the  bonds  by  him  hereto  subscribed  are 
secured,  in  the  exact  proportion  which  his  bonds  so  subscribed, 
with  the  coupons  belonging  thereto,  bear  to  the  whole  number  of 
the  bonds,  with  the  coupons  belonging  thereto,  which  are  secured 
thereupon  ;  or  in  the  purchase  of  the  said  portion,  and  such 
other  portion  of  the  said  road  as  may  be  sold  jointly,  in  the  exact 
proportion  which  his  bonds  so  subscribed,  with  the  coupons  be- 
longing thereto,  bear  to  the  whole  number  of  bonds,  with  the 
coupons  belonging  thereto,  which  are  secured  upon  the  portions 
of  the  said  road  sold  jointly  as  aforesaid  ;  and  that  the  said  sub- 
scriber shall  not  be  or  become  liable  for  or  interested  in  any  such 
bid  or  bids,  or  for  or  in  any  such  purchase  or  purchases,  in  any 
manner  or  to  any  extent,  beyond  the  distributive  share  of  tlie 
proceeds  of  such  sale  or  sales  to  which  he  may  be  entitled  as 
holder  of  the  bonds  by  him  hereto  subscribed. 

And  for  the  said  purpose,  and  in  consideration  as  aforesaid, 
each  person  subscribing  these  presents  hereby  agrees  that  he  will 
deposit  with  the  said  Agents,  or  with  John  Ferguson,  Trustee,  of 
the  City  of  New  York,  at  35  Pine  street,  the  bonds  by  him  hereto 
subscribed,  not  less  than  thirty  days  previous  to  the  earliest  day 
which  may  be  appointed  for  the  sale  of  any  portion  of  said  road, 
pursuant  to  a  judicial  decree  or  express  power,  and  does  hereby 
authorize  and  empower  said  Agents  to  consent  to  any  and  all 
orders  or  decrees,  in  any  Court  or  Courts,  which  they  ma}^  deem 
necessary  or  fit  for  the  purpose  of  fixing  the  rule  for  distributing 
the  proceeds  of  any  sale  or  sales  made  jointly  of  the  whole  of  the 
said  railroad,  or  of  portions  thereof  which  are  covered  by  more 
than  one  of  the  aforesaid  mortgages. 


27 

And  it  is  further  agreed,  that  each  person  subscribing  hereto, 
and  holding  the  bonds  so  subscribed,  may  also  become  entitled 
to  an  interest  in  that  portion  of  any  purchase  or  purchases  made 
in  pursuance  hereof  for  which  holders  of  bonds  may  not  sub- 
scribe, to  the  extent  of  the  proportion  which  the  bonds  of  such 
person  bear  to  the  whole  number  subscribed,  on  furnishing  to  the 
said  x\gents,  at  least  thirty  days  before  the  earliest  time  appointed 
for  the  sale  of  any  portion  of  the  said  road,  funds  to  defray  the 
cost  of  such  interest ;  Provided^  that  every  such  privilege  shall 
be  subject  to  the  option  of  the  said  Agents,  in  their  discretion,  at 
any  time  or  times,  to  allow  any  such  non-subscribing  bondholder 
subsequently  to  become  a  party  hereto,  on  such  terms  as  to  them 
shall  seem  expedient ;  and  it  is  further  agreed,  that  in  case  any 
party  hereto  shall  decline  or  omit  to  accept  the  benefit  of  this 
provision,  or  to  comply  with  the  same,  or  shall  fail  to  fulfill  his 
obligations  under  this  Agreement,  the  said  Agents  may  hold  the 
interest  in  the  said  purchase  or  purchases  to  which  he  would 
otherwise  become  entitled  for  their  own  account  and  benefit ; 
and  in  all  cases,  every  person  acquiring  an  interest  in  the  said 
purchase  or  purchases  in  place  of  any  non-subscribing  bondhold- 
ers, or  of  any  defaulting  party  hereto,  shall  be  entitled  to  stand, 
as  to  the  new  securities  to  be  issued,  in  the  place  of  the  party  to 
whose  position  under  this  Agreement  he  shall  have  succeeded. 

And  the  said  Agents  may  act  in  all  cases  by  a  majority  of 
their  number,  and  by  one  or  more  substitutes,  attorneys,  or 
agents  ;  and  they,,  or  the  person  or  persons  who  shall,  under  their 
authority,  receive  the  legal  title  to  the  said  road,  are  declared 
to  possess,  and  are  hereby  invested  with,  all  the  legal  and  equita- 
ble powers,  authorities  and  rights  of  purchasers,  with  respect  to 
the  entire  purchase  or  purchases  which  may  be  made  in  pursu- 
ance of  these  presents  ;  and  shall  have  full  power  and  authority 
to  convey  all  the  estates,  rights  and  authority  acquired  by  such 
purchaser  or  purchasers  to  any  corporation  or  corporations  which 
may  be  formed  for  the  purpose  of  holding  or  operating  the  said 
railroad,  or  any  part  thereof,  upon  such  terms  and  conditions, 
and  with  such  restrictions  and  agreements  as  to  the  said  Agents 
shall  seem  expedient ;  and  generally  to  do  all  acts  and  things  for 
the  formation  of  the  said  corporation  or  corporations,  and  for  in- 
vesting them,  when  so  formed,  with  the  title  to  the  railroad  and 
other  property  acquired  by  such  purchaser  or  purchasers,  and  all 
acts  and  things  for  the  carrying  out  of  the  objects  of  this  Agree- 


28 


meDt ;  provided  that  the  aforesaid  authority  shall  not  extend  to 
voting,  in  behalf  of  any  subscriber  hereto,  for  Directors  at  the 
meeting  or  meetings  for  the  organization  of  the  said  corporation 
or  corporations. 

And  it  is  further  agreed,  that  in  case  any  party  hereto  shall 
fail  or  omit  to  comply  with  each  and  every  of  the  conditions  and 
provisions  of  this  Agreement,  the  rights  of  such  party,  by  virtue 
hereof,  may,  at  the  option  of  the  said  Agents,  be  declared  to  be 
forfeited,  and  thereupon  all  interests  and  rights  of  the  said  party 
under  or  by  virtue  of  this  Agreement  shall  absolutely  cease. 

In  w^itness  whereof,  we  have  hereunto  set  our  hands, 
on  the  twentieth  day  of  October,  1860,  and  have 
affixed  opposite  our  names  the  kinds  of  bonds  and 
the  number  of  bonds  by  us  respectively  subscribed 
thereto. 


Numbers  of  tlw  Bonds. 


Kind  of  Bonds. 


Name  and  Besidence. 


[ifTote. — The  foregoing  plan  met  with  general  approval  from 
the  beginning,  and  finally  with  universal  acquiescence.] 


LAWS  OF  THE  SEVERAL  STATES 

RELATING  TO  OR  AFFECTING 

THE  PITTSBURGH,  FORT  WAYNE  AND  CHICAGO 
RAILWAY  COMPANY. 


L— PENNSYLVANIA  LAWS. 

AN  ACT  to  provide  for  the  Re-Organization  of  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Rail  Road  Company. 

Section  1.  Be  it  enacted  hy  the  Senate  and  House  of  Repre- 
sentatives of  the  Commonwealth  of  Pennsylvania^  in  General 
Assembly  met^  and  it  is  hereby  enacted  by  the  authority  of  the 
same,  That  in  case  the  Rail  Road  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Rail  Road  Company,  or  any  part  thereof,  shall  be  sold 
by  virtue  of  any  mortgage  or  mortgages,  or  deed  or  deeds  of 
trust,  either  by  foreclosure  or  other  proceedings  in  law  or  in 
equity,  or  by  advertisement  in  pursuance  of  a  power  or  authority 
in  such  mortgage  or  mortgages,  or  deed  or  deeds  of  trust,  con- 
tained, the  persons  for  or  on  account  of  whom  the  purchase  or 
purchases  at  any  such  sale  or  sales  shall  have  been  made,  or  the 
survivors  of  them,  shall  be,  and  they  are  hereby  constituted  a 
body  politic  and  corporate,  in  deed  and  in  law  ;  and  they  shall 
meet  in  the  City  of  Pittsburgh,  within  thirty  days  after  the  con- 
veyance or  conveyances  shall  have  been  delivered  to  such  pur- 
chaser, and  elect  Directors ;  notice  of  such  meeting  and  election, 
signed  by  purchasers  at  said  sale  or  sales,  or  the  survivors  of 
them,  and  published  in  two  daily  newspapers  in  said  city,  for  five 
days  previous  to  the  said  meeting,  having  been  given  ;  at  which 
first  election,  all  the  persons  for  or  on  account  of  whom  the  said 
purchase  or  purchases  shall  have  been  made,  shall  be  entitled  to 
vote,  in  the  proportion  of  one  vote  to  each  one  hundred  dollars  of 
par  value,  which  they  may  have  contributed  in  bonds  entitled  to 
distributive  shares  in  the  proceeds  of  such  sale  or  sales,  or  in 


I 

L 


30 

cash,  towards  the  said  purchase  or  purchases ;  and  all  persons 
holding  bonds  secured  by  any  mortgage  or  trust  deed  prior  in 
lien  to  those  by  virtue  of  which  such  sale  or  sales  shall  have  been 
made,  shall  also  be  entitled  to  one  vote  for  every  one  hundred 
dollars  of  the  par  value  of  the  said  bonds  by  them  respectively 
held  ;  and  the  said  election  may  be  made  by  such  of  the  afore- 
said persons  as  may  attend  the  same,  or  be  represented  thereat 
by  proxy  ;  and  the  said  meeting  may  adopt  such  regulations  and 
by-laws  as  they  may  deem  proper  for  the  organization  of  the  said 
Corporation ;  and  the  number  of  Directors  may  then  be  fixed, 
subject  to  be  afterwards  altered  at  any  annual  meeting  of  the 
stockholders ;  and  the  Directors  so  elected  shall  continue  such 
until  the  next  annual  meeting,  the  time  for  which  may  also  be 
fixed  as  aforesaid  ;  and  at  least  three-fourths  of  the  Directors  of 
the  said  Company  shall  be  residents  of  the  States  within  which 
said  road  is  located ;  and  it  shall  be  the  duty  of  such  Corporation, 
within  thirty  days  after  its  organization,  to  make  a  certificate 
thereof,  under  its  common  seal,  attested  by  its  President  and 
Secretary,  specifying  the  date  of  such  organization,  and  the 
names  of  its  Directors,  and  to  transmit  the  said  certificate  to  the 
Secretary  of  the  Commonwealth,  at  Harrisburgh,  to  be  filed  in 
his  ofiice,  and  a  certified  copy  thereof  shall  be  evidence  of  the 
existence  of  the  said  Corporation,  and  of  its  formation  pursuant 
to  this  Act. 

Section  2.  The  said  Corporation,  formed  pursuant  to  this 
Act,  shall  have  power  to  acquire,  by  purchase  or  otherwise,  and 
to  hold,  use,  and  enjoy,  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railroad,  and  each  and  every  part  thereof,  whether  situate 
within  or  without  this  Commonwealth,  and  all  equipment,  ma- 
chinery, tools  and  materials,  all  lands,  property,  franchises,  rights 
and  things  connected  therewith,  or  necessary  or  convenient  to 
the  use  thereof,  together  with  the  tolls,  income,  rents,  issues  and 
profits  of  the  same  ;  and  shall  have  power  to  maintain  and  operate 
the  same  as  fully  as  might  have  been  done  by  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railroad  Company,  and  to  erect  new 
depots,  stations  and  other  buildings,  and  connect  the  same  with 
the  said  railroad,  and  to  acquire  and  hold  lands  for  the  said  and 
other  needful  purposes ;  and  the  said  Corporation  shall  also  pos- 
sess all  the  faculties,  powers,  authorities,  immunities,  privileges, 
and  franchises,  at  any  time  held  by  the  said  Pittsburgh,  Fort 


31 

Wayne  and  Chicago  Railroad  Company,  or  by  any  of  tlie  cor- 
porations heretofore  consolidated  into  the  said  Company,  or  con- 
ferred on  the  said  Company,  or  the  said  corporations,  or  either  of 
them,  by  any  act  or  law  of  this  Commonwealth,  or  of  the  States 
of  Ohio,  Indiana  or  Illinois ;  and  shall  have  power  and  capacity 
to  hold  and  exercise,  within  each  and  every  of  the  said  States,  all 
the  said  faculties,  powers,  authorities,  privileges  and  franchises, 
and  all  others  which  may  hereafter  be  conferred  upon  it  by  or 
under  any  law  of  this  Commonwealth  ;  and  to  hold  meetings  of 
stockholders  and  Directors,  and  do  all  corporate  acts,  and  all 
things,  within  any  of  the  aforesaid  States,  as  validly  as  it  might 
do  the  same  within  this  Commonwealth ;  and  the  said  Corpora- 
tion, formed  pursuant  to  this  Act,  shall  also  have  power  to  create 
and  issue  capital  stock  in  shares  of  one  hundred  dollars  each,  and 
to  such  aggregate  amount  as  it  shall  deem  necessary  to  carry  out 
the  objects  of  this  Act,  and  may  establish  preferences  in  respect 
to  dividends,  in  favor  of  one  or  more  classes  of  the  said  stock,  in 
such  order  and  manner,  and  to  such  extent,  as  it  may  deem  ex- 
pedient ;  and  may  confer  on  holders  of  any  bonds  which  it  may 
issue,  or  assume  to  pay,  such  rights  to  vote  at  all  meetings  of 
stockholders,  not  exceeding  one  vote  for  every  one  hundred  dol- 
lars of  the  par  amount  of  said  bonds,  as  may  by  it  be  deemed 
advisable ;  which  rights,  when  once  fixed,  shall  attach  to  and  pass 
with  such  bonds,  under  such  regulations  as  the  by-laws  may  pre- 
scribe, to  the  successive  holders  thereof,  but  shall  not  subject  any 
holder  to  any  assessment  by  the  said  Company,  or  to  any  liability 
for  its  debts,  or  entitle  any  holder  to  dividends ;  and  the  said 
Corporation  may  make  and  issue  its  bonds,  of  not  less  denomina- 
tion than  one  hundred  dollars  each,  payable  at  such  times  and 
places,  and  bearing  such  rates  of  interest,  as  it  may  deem  expe- 
dient, and  may  hypothecate  or  sell  such  bonds,  within  or  without 
this  Commonwealth,  at  such  prices  as  it  may  deem  proper :  Pro- 
vided^ nevertheless^  that,  except  within  six  months  after  the  or- 
ganization of  the  said  Company,  nor  shall  honds  he  created^  nor 
shall  any  debt  he  contracted  exceeding  in  the  aggregate  at  any 
one  time  five  per  cent,  on  the  par  amount  of  the  capital  stock  of 
the  said  Corapany,  unless  the  same  shall  have  been  previously 
authorized  by  a  vote  of  two-thirds  in  interest  of  the  stock  and 
bondholders,  at  a  meeting  duly  held  ;  and  the  said  Corporation 
may  secure  the  payment  of  any  bonds  which  it  may  make,  issue, 
or  assume  to  pay,  by  a  mortgage  or  mortgages,  or  deed  or  deeds 


of  trust,  of  its  railroad,  or  of  any  part  or  parts  thereof,  or  any 
of  its  real  estate,  and  may  include  in  any  such  mortgage  or  mort- 
gages, or  deed  or  deeds  of  trust,  any  locomotives,  cars,  and  other 
rolling  stock  or  equipments,  and  all  machinery,  whether  then 
held  or  thereafter  to  be  acquired,  for  the  constructing,  operating, 
repairing  or  replacing  of  the  said  railroad,  or  any  part  thereof, 
or  any  of  its  equipments  or  appurtenances ;  all  of  which 
property  and  things  so  included,  and  all  fixtures  or  appurte- 
nances, whether  then  possessed  or  thereafter  to  be  acquired,  shall 
be  subject  to  the  lien  and  operation  of  every  such  mortgage  or 
deed  of  trust,  and  may  also  include  all  franchises  held  by  the 
said  Corporation,  and  connected  with  or  relating  to  the  said  rail- 
road, and  all  corporate  franchises  of  the  said  Company  ;  which 
said  franchises  are  hereby  declared,  in  case  of  sale  by  virtue  of 
any  such  mortgage  or  mortgages,  or  deed  or  deeds  of  trust,  to 
pass  to  the  purchasers,  so  as  to  enable  them  to  form  a  corpora- 
tion in  the  manner  herein  prescribed,  and  to  vest  in  such  corpora- 
tion all  the  faculties,  powers,  authorities,  immunities,  privileges  and 
franchises  conferred  by  this  Act;  and  the  said  Corporation  may 
do  all  things  which  may  be  necessary  or  convenient  to  carry  into 
full  effect  the  powers  hereby  granted,  and  the  powers  hereby 
conferred  may  be  exercised  by  the  Directors  tliereof. 

Section  3.  That  the  said  Corporation,  formed  pursuant  to  this 
Act,  shall,  within  six  months  after  its  organization,  likewise  have 
power  to  assume  such  debts,  liabilities,  and  claims  against  the  said 
Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company,  and 
make  such  settlements  or  adjustments  with  any  of  the  stockhold- 
ers, or  other  parties  interested  therein,  as  it  may  deem  proper, 
and  for  the  said  purposes  to  use  such  portion  of  the  stock  or  bonds 
hereby  authorized  to  be  created,  and  in  such  manner  as  it  may 
deem  necessary. 

Section  4.  That  full  authority  is  hereby  given  to  the  corpo- 
rate authorities  of  the  several  county,  township,  city,  village,  or 
other  municipal  corporations,  owning  or  holders  of  stock  in  the 
said  Company,  and  to  all  persons  holding  the  same  in  any  fidu- 
ciary capacity,  to  accept  and  receive,  under  the  re-organization, 
such  portion  of  the  new  stock  as  may  be  apportioned  to  the  stock 
so  owned  and  held. 

JOHN  M.  THOMPSON, 
Sj)eaker  of  the  House  of  Representatives,  pro  tein. 
WM.  M.  FEANCIS, 

Speaker  of  the  Senate. 


Approved  the  thirty-first  day  of  March,  Anno  Domini  one  thou- 
sand eight  iumdred  and  sixty. 

WM.  F.  PACKER. 

Office  of  the  Secretary  of  the  Commonwealth,  ) 
Harrisburgh,  April  2,  1860.  f 

Pennsylvania,  ss  : 

I  do  hereby  certify  that  the  foregoing  and  annexed  is  a  full, 
true  and  correct  copy  of  the  original  Act  of  the  General  Assem- 
bly, as  the  same  remains  on  file  in  this  oftice. 

In  testimony  whereof,  I  have  hereunto  set  my  hand, 
[seal.]         and  caused   the  seal   of  the  Secretary's  Office  to  be 
affixed,  on  the  day  and  year  above  written. 
H.  L.  DIEFFENBACH, 
Deputy  Secretary  of  the  Commonwealth. 

AN  ACT  RELATING  TO  CERTAIN  CORPORATIONS. 

Section  1.  Be  it  enacted  by  the  Senate  and  House  of  Repre- 
sentatives of  the  Commonwealth  of  Pennsylvania,^  in  General 
Assembly  met^  and  it  is  hereby  enacted  by  the  authority  of  the 
same,  That  it  shall  and  may  be  lawful  for  any  Railroad  Company 
created  by  and  existing  under  the  laws  of  this  Commonwealth, 
from  time  to  time,  to  purchase  and  hold  the  stock  and  bonds,  oi- 
either,  of  any  other  Railroad  Company  or  Companies,  chartered 
by  or  of  which  tlie  road  or  roads  is  or  are  authorized  to  extend 
into  this  Commonwealth ;  and  it  shall  be  lawful  for  any  Railroad 
Companies  to  enter  into  contracts  for  the  use  or  lease  of  any  othei- 
Railroads,  upon  such  terms  as  may  be  agreed  upon  with  the 
Company  or  Companies  owning  the  same,  and  to  run,  use  and 
operate  such  road  or  roads  in  accordance  with  such  contract  or 
lease :  Provided,  that  the  roads  of  the  Companies  so  contracting 
or  leasing  shall  be  directly,  or  by  means  of  intervening  railroads, 
connected  with  each  other. 

ELISIIA  W.  DAVIS, 
Speaker  of  the  House  of  Representatives. 

JOHN  P.  PENNY, 

Speaker  of  the  Senate,  pro  tem. 

Approved—  the  twenty-third  day  of  April,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-one. 

A.  G.  CURTIN. 


34 

A  SUPPLEMENT  TO  AN  ACT,  entitled  '^  An  Act  to  provide 
for  the  Re-organization  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad  Company,"  approved  March  thirty-first, 
Anno  Domini  one  thousand  eight  hundred  and  sixty,  to 
provide  for  a  Classification  of  the  Board  Directors. 

Section  1 .  Be  it  enacted  hy  the  Senate  and  House  of  Rejp- 
resentatwes  of  the  Commonwealth  of  Pennsylvania,  in  General 
AssemhVy  met,  and  it  is  hereby  enacted  hy  the  authority  of  the 
same,  That  it  shal?  be  lawful  for  the  Board  of  Directors  of  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  by  lot, 
or  otherwise,  to  so  classify  the  members  thereof,  that  one-fourth 
(as  near  as  may  be)  shall  terminate  their  official  term  as  directors 
at  the  first  next  annual  election  thereafter,  and  one-fourth  at 
each  subsequent  election ;  and  after  being  thus  classified,  the 
stock  and  bondholders  shall  elect  only  \hQ  numbers  of  the  Board 
of  Directors  necessary  to  fill  the  vacancies  created  by  the  expira- 
tion of  the  period  of  services  fixed  as  aforesaid. 

JOflN  CLARK, 
Speaker  of  the  House  of  Representatives. 

RUSSELL  ERRETT, 

Speaker  of  the  Seriate,  pro  tem. 

Approved — .the  third  day  of  February,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-nine. 

JNO.  W.  GEARY. 


AN  ACT  Supplementary  to  an  Act  relating  to  certain  corpora- 
tions, approved  the  third  day  of  April,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-one. 

Section  2.  Be  it  enacted  hy  the  Senate  and  House  of  Repre- 
sentatives of  the  Commonwealth  of  Peyinsylvania,  in  General 
Assembly  met,  and  it  is  hereby  enacted  hy  the  authority  of  the 
same.  That  it  shall  and  may  be  lawful  for  any  Railroad  Com- 
pany or  Companies,  created  by  or  existing  under  the  laws  of  this 
Commonwealth,  from  time  to  time,  to  purchase  and  hold  the 
stock  and  bonds,  or  either,  or  to  agree  to  purchase  or  guarantee 
the  payment  of  the  principal  or  interest,  or  either,  of  the  bonds 


36 

of  any  other  Railroad  Company,  or  Companies  Chartered  by  it 
or  existing  under  the  laws  of  any  other  State. 

JOHN  CLARK, 

Speaker  of  the  House  of  Representatives. 

WILLIAM  WORTHINGTON, 

Speaker  of  the  Senate. 

Approved  the  seventeenth  day  of  March,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-nine. 

JNO.  W.  GEARY. 


IL    ILLIJ^OIS    LAWS. 

AN  ACT  to  perfect  the  Title  of  the  Purchasers  of  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railroad,  and  to  enable 
them  to  form  a  Corporation,  and  defining  the  Powers  and 
Duties  of  such  Corporation. 

Section  1.  Be  it  enacted  by  the  People  of  the  State  of  Illi- 
nois, represented  in  the  General  Assembly,  That  in  case  the 
Railroad  of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad 
Company,  or  any  part  thereof,  shall  be  sold  by  virtue  of  any 
mortgage  or  mortgages,  or  deed  or  deeds  of  trust,  either  by  fore- 
closure or  other  proceedings  in  law  or  equity,  or  in  pui-suance  of 
a  power  in  such  mortgage  or  mortgages  or  deed  or  deeds  of  trust 
contained,  or  by  the  joint  exercise  of  the  said  authorities,  the 
purchaser  or  purchasers  of  the  same,  or  their  survivors  or  sur- 
vivor, or  they,  or  their,  or  he  and  his  associates,  or  their  or  his 
assigns,  may  form  a  corporation,  by  filing  in  the  ofiice  of  the 
Secretary  of  State,  under  their  or  his  signature,  specifying  the 
name  of  such  corporation,  the  number  of  Directors,  the  names 
of  the  first  Directors,  the  period  of  their  services,  not  exceeding 
one  year,  the  amount  of  the  original  capital,  and  the  number  of 
shares  into  which  such  capital  is  to  be  divided  ;  and  thereupon 
the  persons  who  shall  have  signed  such  certificate,  and  their  suc- 
cessors, shall  be  a  body  politic  and  corporate,  by  the  name  stated 
in  such  certificate,  and  a  copy  of  such  certificate,  attested  by  the 
signature  of  the  Secretary  of  State,  or  his  deputy,  shall,  in  all 


36 

courts  and  places,  be  evidence  of  the  due  formation  and  exist- 
ence of  the  said  Corporation,  and  of  the  facts  in  the  certificate 
stated. 

Section  2.  The  said  corporation,  formed  pursuant  to  this 
Act,  shall  have  power  to  acquire,  bj  purchase  or  otherwise,  and 
to  hold,  use  and  enjoy,  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Eailroad,  and  each  and  every  part  thereof,  whether  situate  within 
or  without  this  State,  and  all  equipments,  machinery,  tools,  and 
materials,  all  lands,  property,  franchises,  rights,  and  things  con- 
nected therewith,  or  necessary  or  convenient  to  the  use  thereof, 
together  with  the  tolls,  income,  rents,  issues,  and  profits  of  the 
same,  and  shall  have  power  to  maintain  and  operate  the  same  as 
fully  as  might  have  been  done  by  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railroad  Company,  and  to  erect  new  depots,  stations 
and  other  buildings,  and  connect  the  same  with  the  said  Rail- 
road, and  to  acquire  and  hold  lands  for  the  said  and  other  needful 
purposes;  and  the  said  corporation  shall  also  possess  all  the 
faculties,  powers,  authorities,  immunities,  privileges,  and  fran- 
chises, at  any  time  held  by  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad  Company,  or  by  any  of  the  corporations  here- 
tofore consolidated  into  the  said  Company,  or  conferred  on  the 
said  Company,  the  said  Corporations,  or  either  of  them,  by  an}' 
act  or  law  of  this  State,  or  of  either  of  the  States  of  Ohio,  In- 
diana, or  Pennsylvania,  and  shall  have  power  and  capacity  to 
hold  and  exercise  witiiin  each  and  every  of  the  said  States,  and, 
so  far  as  it  may  deem  necessary  to  the  general  objects  of  its  busi- 
ness, within  any  other  of  the  United  States,  all  the  said  faculties, 
powers,  authorities,  privileges,  and  franchises,  and  all  others  which 
may  hereafter  be  conferred  upon  it  by  or  under  any  law  of  this 
State,  or  of  any  of  the  aforesaid  States,  and  to  hold  meetings  of 
Stockholders  and  Directors,  and  do  all  corporate  acts,  and  all 
things,  within  any  of  the  aforesaid  States,  as  validly  as  it  might 
do  the  same  within  this  State,  and  may  consolidate  with  any  cor- 
poi'ations  of  such  other  States  authorized  to  hold,  maintain,  and 
opei-ate  the  aforesaid  railroad ;  and  the  said  Corporation,  formed 
pursuant  to  this  act  shall  also  have  power  to  create  and  issue 
capital  stock  in  shares  of  one  hundred  dollars  each,  and  to  such 
aggregate  amount  as  it  shall  deem  necessary  to  carry  out  the  ob- 
jects of  this  act;  and  may  establish  preferences  in  respect  to 
dividends,  in  favor  of  one  or  more  classes  of  the  said  stock,  in 


ar 

Buch  order  and  manner,  and  to  such  extent,  and  with  such  secnri- 
ties,  as  it  may  deem  expedient,  and  may  confer  on  holders  of  any 
bonds  which  it  may  issue  or  assume  to  pay  snch  rights  to  vote  at 
all  meetings  of  stockholders,  not  exceeding  one  vote  for  every 
one  hundred  dollars  of  the  par  amount  of  the  said  bonds,  as  may 
by  it  be  deemed  advisable,  which  rights,  when  once  fixed,  shall 
attach  to  and  pass  with  such  bonds,  under  such  regulations  as  the 
by-laws  may  prescribe,  to  the  successive  holders  thereof,  but  shall 
not  subject  any  holder  to  assessment  by  the  said  Company,  or  to 
any  liability  for  its  debts,  or  entitle  any  holder  to  dividends ;  and 
the  said  Corporation  may  make  and  issue  its  bonds,  of  not  less 
denomination  than  one  hundred  dollars  each,  payable  at  such 
times  and  places,  and  bearing  such  rates  of  interest,  as  it  may 
deem  expedient,  and  may  hypothecate  or  sell  such  bonds,  within 
or  without  tliis  State,  at  such  prices  as  it  may  deem  proper :  Pro- 
vided^ ivevertkdess^  That,  except  within  six  months  after  the 
organization  of  said  Company,  no  hand  shall  he  cteaied^  nor  AaU 
any  d^  he  amlraded,  Goceeditig  in  the  aggregate,  at  any  tme 
timey  Jive  per  cent,  on  the  par  amount  of  the  capital  stock  of  the 
said  Company,  unless  the  same  shall  haTe  been  previooslj  aa- 
thorized  by  a  vote  of  twothirds  in  interest  of  the  stock  and  bond- 
holders, at  a  meeting  duly  held ;  and  the  said  Corporation  may 
secure  the  payment  of  any  bonds  which  it  may  make,  issue,  or 
assume  to  pay,  by  a  mortgage  or  mortgages,  or  deed  or  deeds  of 
trust,  of  its  Railroad,  or  of  any  part  or  parts  thereof,  or  of  any 
other  of  its  property,  real  or  personal,  and  may  include  in  anj 
such  mortgage  or  mortgt^es,  or  deed  or  deeds  of  trust,  any  loco- 
motives, cars,  and  other  rolling  stock  or  equipments,  and  any 
machinery,  tools,  implements,  fuel,  and  materials,  or  other  real  or 
personal  estate,  whether  then  held  or  thereafter  to  be  acquired, 
for  the  constructing,  operating,  repairing,  or  replacing  of  the  said 
Railroad,  or  any  part  thereof,  or  of  any  of  its  equipments  or  ap- 
purtenances; all  of  which  property  and  things  so  included, 
whether  then  possessed  or  thereafter  to  be  acquired,  shall  be 
subject  to  the  lien  and  operation  of  every  such  mortgage  or  deed 
of  trust,  in  the  same  manner  and  with  the  like  effect  as  if  all 
such  property  and  things  constituted  a  part  of  the  said  Railroad ; 
and  may  also  include  all  franchises  held  by  the  said  Corporation 
and  connected  with  or  relating  to  the  said  Railroad,  and  all  cor- 
porate franchises,  which  are  hereby  declared,  in  case  of  sale  by 
virtue  of  any  such  mortgage  or  mortgages,  or  deed  or  deeds  of 


38 

trust,  to  pass  to  the  purchaser  or  purchasers,  so  as  to  enable  him 
or  them  to  form  a  Corporation,  in  the  manner  herein  described ; 
and  to  vest  in  such  Corporation  all  the  faculties,  powers,  authori- 
ties, immunities,  privileges  and  franchises  conferred  by  this  act. 
And  the  said  Corporation  may  do  all  things  which  may  be  neces- 
sary or  convenient  to  carry  into  full  effect  the  powers  hereby 
granted ;  and  the  powers  hereby  conferred  may  be  exercised  by 
the  Directors  thereof. 

Section  3.  That  the  said  corporation,  formed  pursuant  to  this 
act,  shall,  within  six  months  after  its  organization,  likewise  have 
power  to  assume  such  debts,  liabilities,  and  claims  against  the 
said  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company, 
and  make  such  settlements  or  adjustments  with  any  of  the  stock- 
holders, or  other  parties  interested  therein,  as  it  may  deem  proper ; 
and,  for  the  said  purposes,  to  use  such  portion  of  the  stock 
or  bonds  hereby  authorized  to  be  created,  and  in  such  manner  as 
it  raay  deem  necessary. 

Section  4.  That  in  case  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad,  or  any  part  thereof,  shall  be  decreed  by  any 
Court  having  jurisdiction  in  any  State,  or  part  of  a  State,  com- 
posing a  judicial  district  within  which  a  part  of  said  Railroad  is 
situated,  to  be  sold  by  virtue  of  any  mortgage  or  mortgages,  or 
deed  or  deeds  of  trust,  upon  the  same,  containing  a  power  of  sale 
to  the  trustee  or  trustees,  it  shall  be  lawful  for  the  said  trustee  or 
trustees  to  unite  with  the  proper  officer  in  making  such  sale,  or, 
under  the  order  of  the  Court,  to  make  such  sale  at  the  time  and 
place  appointed  by  the  Court,  and  with  such  notices  as  may  be 
ordered  by  the  Court ;  and  to  execute  a  conveyance  of  the  said 
Railroad,  or  the  part  thereof  which  may  be  so  sold  ;  and  such  sale 
and  conveyance  shall  be  a  valid  and  effectual  execution  of  the 
powers  of  sale  and  conveyance  contained  in  the  said  mortgage, 
mortages,  or  deed  or  deeds  of  trust,  and  shall  operate  to  invest 
the  purchasers  with  the  title  to  the  Railroad  property  and  things 
sold  as  aforesaid,  free  and  discharged  from  all  rights  and  equity 
of  redemption  by  the  mortgagor  or  junior  incumbrancer,  or  any 
other  party  whatsoever. 

Section  5.  That  full  authority  is  hereby  given  to  the  corporate 
authorities  of  the  several  counties,  townships,  cities,  villages,  or 


Seal  of  ;  I,  O.  M.  Hatch,  Secretary  of  State  of  the  State  of 
theS^tate;  xninois,  do  hereby  certify  tliat  the  foregoing  is  a  true 
Illinois.  ;  copy  of  an  Enrolled  Law  now  on  file  in  my  office. 


39 

other  municipal  corporations,  owning  or  holding  stock  in  the  said 
Company,  and  to  all  persons  holding  the  same  in  any  fiduciary 
capacity,  to  transfer,  assign,  or  surrender  the  same,  and  to  accept 
and  receive,  under  the  re -organization,  such  portion  of  the  new 
stock  as  may  be  apportioned  to  the  stock  so  owned  and  held. 

Section  6.  That  this  Act  shall  be  a  public  Act,  and  shall  take 
effect  from  and  after  its  passage. 

S.  M.  CULLOM, 

Speaher  of  the  House  of  Rejpresentatives. 

FRANCIS  A.  HOFFMAN, 

Speaker  of  the  Senate. 

Approved  February  eighth,  eighteen  hundred  and  sixty-one. 

EICHARD  YATES, 

Goveriwr. 

United  States  of  America,  ) 

State  of  Illinois.  (      * 


In  witness  whereof,  I  have  hereunto  set  my  hand,  and 
affixed  the  Great  Seal  of  State,  at  the  City  of  Spring- 
field, this  14th  day  of  February,  A.  D.  1861. 

O.  M.  HATCH, 

Secretary  of  State. 

AN  ACT  to  amend  an  Act  entitled  "  An  Act  to  provide  for  a 
general  system  of  railroad  incorporations,  approved  Novem- 
ber 5,  A.  D.  1849.  I 
Section  1.  Be  it  enacted  hy  the  People  of  the  State  of  Illinois,     i 
represented  in  General  Assembly,  That  it  shall  be  lawful  for  any     ! 
railroad  company,  organized  and  doing  business,  or  which  shall 
hereafter  be  organized  under  any  law  or  laws  of  this  State,  by     | 
resolution  of  its  Board  of  Directors  or  Executive  Committee,  to     ' 
divide  its  Board  of  Directors  into  three  classes,  numbered  con- 
secutively ;  the  term  of  office  of  the  first  class  to  expire  on  the 
day  of  the  annual  election  of  said  Company  then  next  ensuing, 


40 

the  second  class  one  year  thereafter,  and  the  third  class  two  years 
thereafter. 

At  each  annual  election  after  such  classification,  the  stock- 
holders of  such  Company  shall  elect,  for  a  term  of  three  years,  a 
number  of  Directors  equal  to  the  number  in  the  class  whose  term 
expires  on  the  day  of  such  election,  all  other  vacancies  to  be 
filled  in  accordance  with  the  by-laws  of  said  Company. 

Section  2.  This  act  shall  be  a  public  act,  and  take  effect  and 
be  in  force  from  and  after  its  passage. 

Approved  March  22,  1869. 


III.    INDIANA    LAWS. 

AN  ACT  to  Legalize,  Authorize,  and  Regulate  the  Sale  of,  and  to 
perfect  the  title  of  purchasers  of  Railroads  hereafter  sold,  or 
hereafter  to  be  sold,  by  foreclosure,  or  other  proceedings  in 
law  or  equity,  and  to  enable  them  to  organize  Corporations, 
and  to  exercise  corporate  and  other  powers,  to  provide  for 
the  payment  of  stock  injured  by  such  Corporations,  and  to 
provide  for  the  payment  of  ticket  and  freight  balances. 

Section  1.  Be  it  enacted  hy  the  General  Asseinbly  of  the 
State  of  Indiana :  That  in  case  a  majority  in  interest  of  the 
creditors  of  a  Railroad  Company,  and  a  majority  in  interest  of  the 
Stockholders  of  such  Company,  shall  agree  upon  a  plan  for  the 
readjustment  or  capitalization  of  the  debt  and  stock  thereof, 
thereupon  an  agreement,  as  aforesaid,  either  before  or  after  a 
sale  of  said  Railroad  under  judicial  proceedings,  and  a  purchase  at 
such  sale  by  trustees,  on  behalf  of  the  parties  to  such  agreement, 
all  the  franchises  and  powers,  including  the  franchises  to  act  as  a 
Corporation,  conferred  by  the  charter  of  such  Railroad  Company, 
shall  pass  by  such  sale,  and  vest  in  the  said  trustees,  together 
with  the  Railroad  and  all  the  other  property  embraced  in  the  sale  ; 
and  in  case  any  Railroad  situate  wholly  or  partly  within  this 
State,  or  any  part  thereof  situate  within  this  State,  shall,  in  pur- 
suance of  such  agreement,  be  sold  by  virtue  of  any  mortgage  or 
mortgages,  or  deed  or  deeds  of  trust,  either  by  foreclosure  or  other 
proceedings  in  law  or  equity,  or  pursuant  to  any-power  in  such 
mortgage  or  mortgages  or  deed  or  deeds  of  trust  contained,  or  by 


41 

the  joint  exercise  of  those  authorities  as  hereafter  provided,  the 
purchaser  or  purchasers  of  the  same,  or  their  survivor  or  sur- 
vivors, or  the3%  or  their,  or  he  and  his  associates,  may  form  a 
Corporation  by  filing,  in  the  office  of  the  Secretary  of  State,  a 
certificate  under  their  or  his  signature,  specifying  the  name  of 
such  Corporation,  the  number  of  directors,  the  names  of  the  first 
directors,  and  the  period  of  their  service,  not  exceeding  one  year, 
the  amount  of  the  original  capital,  and  the  number  of  shares  into 
which  such  capital  is  to  be  divided  ;  and  the  persons  signing  said 
certificate,  and  their  successors,  shall  be  a  body  politic  and  cor- 
porate by  the  name  therein  specified ;  and  a  copy  of  such  cer- 
tificate, attested  by  the  signature  of  the  Secretary  of  State,  or 
his  deputy,  shall,  in  all  courts  and  places,  be  evidence  of  the  due 
organization  and  existence  of  the  said  Corporation,  and  of  the 
facts  in  the  said  certificate  stated  :  Provided^  that  no  sale  under 
the  provisions  of  this  act  shall  be  valid,  unless  notice  thereof, 
stating  time  and  place  of  sale,  shall  have  been  published  in  some 
newspaper  of  general  circulation  in  the  City  of  N^ew  York,  and 
also  by  publishing  said  notice  in  at  least  one  newspaper  of  gen- 
eral circulation,  published  in  each,  county  in  this  State  through 
which  said  Kailroad  may  run,  not  less  than  thirty  nor  more  than 
sixty  days,  at  the  discretion  of  the  Court  ordering  said  sale, 
immediately  preceding  said  sale.  And  all  sales  of  Railroads, 
made  under  the  order  or  decree  of  a  Court  of  Record,  are 
hereby  legalized  as  fully  as  though  the  sale  had  been  made 
in  pursuance  of  this  act :  Provided^  that  nothing  herein 
contained  shall  be  construed  to  legalize  the  decree  itself,  or 
to  correct  any  error  therein,  or  to  legalize  the  sale  or  con- 
veyance of  any  real  estate,  by,  or  to  any  Railroad  Company,  or 
to  legalize  any  consolidation  by  any  Railroad  Companies  in  this 
State,  but  only  to  confine  the  sale  of  the  road  bed,  depot  grounds, 
and  such  realty  as  is  essential  to  the  operations  of  the  Railroad, 
including  also  the  rolling  stock,  machinery  and  equipments 
upon  the  road,  as  embraced  in  the  decree. 

Section  2.  Such  corporation  shall  possess  all  the  powers, 
rights,  privileges,  immunities,  faculties,  and  franchises,  in  respect 
to  the  said  Railroad,  or  the  part  thereof  purchased,  as  aforesaid, 
which  were  possessed  or  enjoyed  by  the  Corporation  that  owned 
or  held  the  said  Railroad,  previous  to  such  sale,  by  virtue  of  its 
charter  or  amendments  thereto,  or  other  laws  of  this  State,  or  of 


42 

any  State,  not  inconsistent  with  the  laws  of  this  State,  in  which 
any  part  of  the  said  Railroad  is  situate  ;  and  shall  also  have  power, 
by  agreement  of  the  persons  forming  the  said  corporation,  as 
aforesaid,  or  by  a  vote  of  a  majority  in  interest  of  the  stockhold- 
ers, at  any  time  within  six  months  after  the  formation  of  tlie  said 
corporation,  to  assume  any  debts  or  liabilities  of  the  corporation 
which  owned  or  held  the  said  Railroad  before  the  said  sale,  and  in 
like  manner,  and  within  a  like  period,  to  make  such  adjustments 
with  any  stockholders  of  the  said  last  mentioned  corporation,  as  it 
may  deem  expedient,  and  for  the  said  purposes  to  use  such  por- 
tions of  the  bonds  and  stock  it  maj^  be  authorized  to  create,  as  it 
may  deem  necessary,  and  in  such  manner  as  it  may  deem  proper; 
and  shall  also  have  power  to  make  and  issue  bonds,  payable  at 
such  times  and  places,  and  bearing  such  rates  of  interest  as  it 
may  deem  expedient,  and  to  sell  or  dispose  of  such  bonds  at  such 
prices,  and  in  such  manner  as  it  may  deem  proper;  and  to 
secure  the  payment  of  any  bonds  which  it  may  make,  issue,  or 
assume  to  pay,  by  a  mortgage  or  mortgages,  or  deed  or  deeds  of 
trust,  of  its  Railroad,  or  of  any  part  thereof,  or  any  other  of  its 
property,  real  or  personal,  and  may  include  in  such  mortgage  or 
mortgages,  or  deed  or  deeds  of  trust,  any  locomotives,  cars,  and 
other  rolling  stock  and  equipments,  and  any  machinery,  tools,  im- 
plements, fuel,  and  materials,  whether  then  held  or  thereafter  to 
be  acquired,  for  the  constructing,  operating,  repairing,  or  replac- 
ing the  said  Railroad,  or  any  part  thereof,  or  any  of  its  equipments 
or  appurtenances,  all  of  which  property  so  included,  whether 
then  held  or  thereafter  to  be  acquired,  shall  be  subject  to  the  lien 
and  operation  of  such  mortgage  or  mortgages,  or  deed  or  deeds 
of  trust,  all  franchises  held  by  the  said  corporation,  and  connected 
with  or  relating  to  the  said  Railroad,  and  all  corporate  franchises 
of  the  said  Company,  which  said  franchises,  in  case  of  sale,  by 
virtue  of  any  such  mortgage  or  mortgages,  or  deed  or  deeds  of 
trust,  are  hereby  declared  to  pass  to  the  purchasers,  so  as  to  enable 
them  to  form  a  corporation  in  the  manner  herein  prescribed,  and 
to  vest  in  such  corporations  all  the  faculties,  powers,  authorities, 
immunities  and  franchises  conferred  by  this  act.  And  the  said 
corporation  shall  have  power  to  establish  sinking  funds  for  the  re- 
demption of  any  of  its  debts ;  and  shall  likewise  have  power  to 
issue  capital  stock  to  such  aggregate  amount  as  it  shall  deem 
necessary,  not  exceeding  any  limitation  which  may  be  fixed  by 
agreement  with  the  persons  forming  the  said  Company,  in  the 


43 

manner  hereinbefore  provided,  and  may  establish  preferences  in 
respect  to  dividends,  in  favor  of  one  or  more  classes  of  the  said 
stock,  in  snch  order  and  manner,  and  to  such  extent,  vrith  securi- 
ties, as  it  may  deem  expedient ;  and  may  confer  on  holdei-s  of 
any  bonds  which  it  may  issue  or  assume  to  pay,  such  rights  to 
vote  at  all  meetings  of  stockholders,  not  exceeding  one  vote  for 
every  one  hundred  dollars  of  the  par  amount  of  the  said  bonds, 
as  may  by  it  be  deemed  advisable ;  which  rights,  when  once  fixed, 
shall  attach  to  and  pass  with  such  bonds,  under  snch  regulations 
as  the  by-laws  may  prescribe,  to  the  successive  holders  thereof, 
but  shall  not  subject  any  holders  to  any  assessments  by  the  said 
Company,  or  to  any  liability  from  its  debts,  or  entitle  any  hold- 
ers to  dividends.  And  the  said  corporation  shall  also  have  capa- 
city to  hold,  and  enjoy,  and  exercise  within  other  States,  the 
aforesaid  faculties,  powers,  rights,  immunities  and  franchises, 
and  such  others  as  may  be  conferred  upon  it  by  any  law  of  the 
State,  or  of  any  other  State  in  which  any  part  of  its  Railroad  may 
be  situate,  or  in  which  it  may  do  any  part  of  its  business,  and  to 
hold  meetings  of  Stockholders  and  Directors,  and  do  all  corporate 
acts,  and  all  things,  without  this  State,  as  validly  as  it  may  do  the 
same  within  this  State. 

Section  3.  In  case  the  part  situate  within  this  State  of  any 
Railroad,  a  part  of  which  is  situate  in  another  State,  shall  become 
vested  in  a  Corporation  of  such  other  State,  and  such  Corporation 
shall  also  acquire  a  part  situate  in  such  other  State,  of  the  said 
Railroad,  the  said  corporation  may  exercise  and  enjoy  within  this 
State,  for  the  purpose  of  the  said  Railroad  and  its  business,  so  far 
as  it  may  be  endowed  by  the  laws  of  the  State  of  its  creation 
with  capacity  to  do  so,  all  the  powers,  rights,  faculties,  privileges, 
immunities,  and  franchises  enumerated  in  section  second  of  this 
act,  and  its  mortgages  or  trust  deeds  shall  operate  as  therein 
specified. 

Section  4.  Next  in  order  of  lien  to  the  existing  mortgage 
debt  of  the  old  road,  shall  stand  the  amounts  due  persons  for  labor 
performed,  and  wood  and  other  such  materials  furnished  the  old 
Company  in  running  the  road,  and  damages  for  killing  stock, 
and  right  of  way  ;  Provided^  that  all  the  property  of  said  Com- 
pany shall  be  liable  for  damages  recovered  against  said  Com- 
pany for  stock  killed  or  injured  by  them  or  exempt  from  mort- 
gages liens. 


44 

Section  5.  So  much  of  any  Railroad  as  lies  in  this  State,  and  is 
embraced  in  the  mortgage  or  mortgages  sought  to  be  foreclosed, 
may  be  sold  at  any  such  sale  as  an  entirety,  and  the  Court 
making  a  decree  or  order  of  sale,  may  declare  in  the  order  where 
the  principal  office  of  the  Railroad  Company  is  situate  within 
the  State,  and  may  order  the  sale  to  be  made  at  the  Court-House 
door  of  the  County  in  which  the  principal  office  within  the  State 
is  situate. 


Section  6.  In  case  of  the  sale  of  a  Railroad,  or  any  part 
thereof,  as  in  the  first  section  of  this  act  mentioned,  full  power 
is  hereby  given  to  the  corporate  authorities  of  the  several  coun- 
ties, cities,  townships  and  other  municipal  corporations,  holding 
stock  in  the  Company,  by  which  such'Railroad  was  owned,  and  to 
all  persons  holding  such  stock  in  a  fiduciary  capacity,  to  surren- 
der or  assign  such  stock,  and  to  accept  and  receive  such  new 
stock  in  any  Corporation,  which,  after  such  sale,  may  become  the 
owners  of  said  Railroad,  or  any  part  thereof,  as  may  be  appor- 
tioned or  given  in  respect  to  the  said  first-mentioned  stock,  under 
any  reorganization  of  the  ownership  of  the  said  Railroad. 


Section  7.  That  no  purchaser  or  purchasers  of  any  Railroad 
shall  be  entitled  to  any  rights  or  benefits  under  this  act,  until 
such  purchaser  or  purchasers  shall  first  assume  and  pay  in  money, 
or  first-class  or  satisfactory  securities,  to  be  issued  by  the  new 
corporation,  formed  upon  the  sale  or  transfer  of  any  Railroad  as 
herein  provided  for,  as  the  creditor  or  creditors  may  elect,  all 
ticket  balances  or  back  charges  for  freight,  with  interest, 
whether  due  upon  account,  judgment  of  a  Court  of  Record, 
bond,  note,  or  other  instrument  in  writing,  which  the  former  Rail- 
road Corporation  may  have  owed  or  been  in  arrears  for  to  any 
connecting  Railroad  Company  operating  a  Railroad  entirely  or  in 
part  in  this  State. 

Section  8.  This  Act  may  be  amended  or  repealed  at  the  dis- 
cretion of  the  Legislature. 

Section  9.  It  is  hereby  declared  that  an  emergency  exists  for 


46 

the  immediate  taking  effect  of  this  act ;   and,  therefore,  the  same 
shall  be  in  force  from  and  after  its  passage. 

JOHN  E.  CKAYENS, 

President  of  the  Senate. 
CYEUS  M.  ALLEN, 

Speaker  of  the  House. 

Approved  and  signed  March  5th,  1861. 

OLIYEK  P.  MOETON, 

Governor. 

State  of  Indiana,  )  rp^  ^j^  . 

Office  of  the  Secretary  of  State.  ) 

1  hereby  certify  that  the  above  is  a  correct  and  complete 
copy,  as  taken  from  the  original  enrollment,  now  on  file  in  my 
office. 

In  testimony  whereof,  I  have  hereunto  set  my  hand, 
[seal.]         and  affixed  the  seal  of  the  State,  at  the  City  of  Indian- 
apolis, this  6th  day  of  March,  1861. 

W.  A.  PEELLE, 

Secretary  of  State. 

AN    ACT   authorizing   the   classification   of   the   board   of   di- 
rectors of  Eailroad  Companies.     (Approved  May  15, 1869.) 

Section  1.  Beit  enacted  by  the  General  Assembly  of  the  State 
of  Indiana,  That  it  shall  be  lawful  for  the  board  of  directors  of 
any  Eailway  Company,  whose  road  passes  through  this  State 
into  adjoining  States,  by  lot  or  otherwise,  to  so  classify  the  mem- 
bers thereof,  that  one-fourth  (as  near  as  may  be)  shall  terminate 
their  official  terms  as  directors  at  the  first  next  annual  election 
thereafter,  and  one-fourth  at  each  subsequent  election  ;  and,  after 
being  thus  classified,  the  stock  and  bondholders  shall  elect  only 
the  number  of  the  Board  of  Directors  necessary  to  fill  the  vacan- 
cies created  by  the  expiration  of  the  periods  of  services  fixed  as 
aforesaid. 

Sec.  2.  Whereas,  an  emergency  exists  for  the  immediate 
taking  effect  of  this  act,  therefore  the  same  shall  take  effect  and 
be  in  force  from  and  after  its  passage. 


46 


IV.    OHIO    LAWS. 

A  LAW  to  Regulate  the  Sale  of  Railroads^  and  the  Re-organi- 
zation of  the  same. 

Section  1.  Be  it  enacted  hy  the  General  Assembly  of  the 
State  of  Ohio,  That  in  case  two-thirds  in  interest  of  the  credi- 
tors of  a  Raih'oad  Company,  and  two-thirds  in  interest  of  the 
Stockholders  of  such  Company,  shall  agree,  in  writing,  upon  a 
plan  for  the  readjustment  or  capitalization  of  the  debt  and  stock 
thereof,  then  upon  judicial  proceedings  for  the  sale  of  the  road, 
under  a  mortgage  or  mortgages,  or  a  deed  or  deeds  of  trust,  the 
Court  before  which  such  proceedings  may  be  had  shall  proceed 
to  render  a  judgment  or  decree  against  the  Company  for  the 
amount  that  may  then  be  due  and  in  arrear  upon  said  securities, 
which  judgment  or  decree  shall,  from  its  rendition, become  a  lien 
on  all  the  property  embraced  in  such  securities,  and  upon  all  the 
franchises  and  powers  of  said  Company,  including  its  franchise 
to  be  and  act  as  a  corporation,  conferred  by  the  charter  and  the 
amendments  to  the  charter  of  such  Company  ;  and  upon  a  sale 
had  under  such  decree,  and  a  purchase  at  such  a  sale  by  trustees 
on  behalf  of  the  parties  to  such  agreement,  appointed  by  said 
agreement,  all  the  said  property  so  bound  by  the  judgment  or  de- 
cree, including  all  the  said  franchises,  shall  vest  in  said  trustees  ; 
provided  that  every  such  agreement  shall  provide  that  the  unsecured 
debts  of  the  Company,  incurred  for  repairs  or  running  expenses, 
shall  be  paid  in  money,  or  bonds  of  the  re-organized  Company  as 
hereinafter  provided,  said  bonds  to  be  of  the  highest  class  issued. 
A  copy  of  the  terms  of  said  agreement  shall  be  filed  in  said 
Court  before  the  rendition  of  said  decree. 

Sec.    2.    That  the  said  trustees   shall,   as  soon   as   may    be 


may 


after  the  sale,  call  a  meeting  of  the  parties  to  the  aforesaid  agree- 
ment, by  a  notice  signed  by  a  majority  of  said  trustees,  or  of 
their  survivors,  and  published  not  less  than  once  a  week  for  four 
weeks,  in  a  newspaper  printed  in  the  Cities  of  New  York  and 
Philadelphia,  and  in  another  newspaper  printed  in  each  county 
on  the  line  of  the  said  Railroad,  specifying  the  day  and  place  and 
object  of  such  meeting  ;  the  place  of  such  meeting  to  be  on  the 
line  of  such  railroad  ;  that  at  such  meeting  each  of  the  parties  to 


47 

the  aforesaid  agreement  shall  be  entitled  to  vote  according  to  the 
provisions  thereof,  but  not  exceeding  one  vote  for  every  fifty  dol- 
lars of  the  par  value  of  the  debt  or  stock  of  such  party,  according 
to  a  list  of  voters,  and  of  their  respective  interests,  which  shall  be 
prepared  by  the  said  majority  of  the  trustees,  who  are  empowered 
to  act  as  judges  of  the  election  ;  that  such  meeting,  by  a  majority 
in  interest  of  the  persons  present,  in  person  or  by  proxy,  shall  be 
competent  to  retain  or  change  the  name  of  said  corporation  ;  to 
decide,  for  the  time  being,  the  amount  of  its  capital,  and  the 
number  of  shares  into  w^hich  such  capital  shall  be  divided  ;  to  fix 
the  number  of  directors  and  their  term  of  office ;  to  elect  such 
directors,  a  majority  of  whom  shall  be  residents  of  the  State  or 
States  in  which  such  Railroad  is  situated  ;  and  to  do  all  things 
necessary  or  proper  to  reorganize  said  corporation.  Provided^ 
that  any  creditor  shall  be  entitled  to  become  a  party  to  the  agree- 
ment aforesaid,  either  at  or  at  any  time  before  the  meeting  in 
this  section  provided  for ;  and  that  any  stockholder  shall  be 
entitled  to  become  a  party  to  the  agreement  aforesaid  at  any 
time  within  one  year  after  such  meeting. 

Sec.  3.  That  a  certificate,  under  the  common  seal  of  such 
Corporation,  specifying  its  name  and  the  Railroad  which  it  is  to 
hold,  maintain,  and  operate,  shall  be  filed  in  the  office  of  the  Sec- 
retary of  State,  and  that  a  copy  of  such  certificate,  duly  authenti- 
cated by  him  under  the  great  seal  of  this  State,  shall,  in  all 
courts  and  places,  be  evidence  of  a  compliance  with  all  the  con- 
ditions and  provisions  of  this  act,  and  of  the  due  re-organization, 
and  of  the  existence  of  the  said  corporation. 

Sec.  4.  Upon  such  re-organization,  and  a  conveyance  by 
the  trustees,  or  of  such  of  them  as  shall  be  vested  with  the  legal 
title,  or  their  survivors,  all  the  Railroad  and  other  property  and 
franchises  and  things  purchased  as  aforesaid,  and  all  the  fran- 
chises, powers,  faculties,  privileges  and  immunities  which  were 
possessed  or  enjoyed  by  the  original  Company,  or  by  any  Com- 
pany with  which  it  had  been  consolidated,  shall  pass  to  and  be 
vested  in  the  said  corporation  as  re-organized ;  and  the  same,  and 
all  property  and  things  which  the  said  re-organized  corporation 
shall  thereafter  acquire,  except  as  hereinafter  provided,  shall  be 
taken,  held,  and  disposed  of  for  the  use  and  benefit  of  the  credit- 
ors and  stockholders  of  the  said  corporation,  who  shall  have  be- 


48 

come  siicli  upon  and  after  such  re-organization,  according  to  their 
respective  rights,  but  subject  to  the  powers  of  the  said  coipora- 
tion,  and  shall  be  in  nowise  chargeable  in  respect  to  any  debt, 
liability  or  claim  of  any  creditor  or  stockholder,  which  subsisted 
prior  to  the  sale  and  re- organization  herein  provided  for ;  but  all 
property  of  the  original  corporation  not  embraced  in  the  said 
sale  shall,  upon  the  re-organization,  be  vested  in  the  said  corpora- 
tion as  re-organized,  in  trust  for  all  parties  interested  therein  as 
creditors,  stockholders,  or  otherwise. 

Sec.  5.  The  said  corporation  shall  likewise  have  power, 
at  any  time  within  six  months  after  the  re-organization,  to 
assume  such  debts  or  liabilities  of  the  original  Company,  and 
to  make  such  adjustments  or  exchanges  with  any  bondholders 
of  the  original  Company,  and  any  stockholder,  within  one 
year,  as  to  the  said  corporation  may  seem  expedient, 
and  may  use  for  such  purpose  any  bonds  or  stock  which 
it  may  be  authorized  to  issue  or  create  ;  and  it  shall  have  power 
to  make  and  issue  said  bonds,  payable  at  such  times  and  places, 
and  bearing  such  rates  of  interest  as  it  may  deem  expedient,  not 
exceeding  seven  per  cent,  per  annum  ;  and  to  secure  the  payment 
of  any  bonds  which  it  may  issue  or  assume  to  pay,  by  mortgages 
or  deeds  of  trust  of  its  Railroad,  or  any  other  of  its  property,  real 
or  personal,  and  to  include  therein,  with  its  road,  all  its  cars  and 
other  rolling  stock  and  equipments,  and  any  machinery, 
tools,  implements,  fuel,  materials,  and  all  other  things,  then  held 
or  thereafter  to  be  acquired,  for  the  constructing,  operating  or 
repairing  said  road,  or  for  repairing  or  replachig  any  of  its 
equipments  or  appurtenances,  as  part  and  parcel  of  said  Rail- 
road, and  as  constituting  with  said  road  one  property;  and  to  in- 
clude in  such  mortgages  or  deeds  of  trust  all  franchises  held  by 
said  corporation  and  connected  with  or  relating  to  said  road. 
and  all  other  corporate  franchises  of  said  Company,  all  which  said 
franchises,  including  the  franchise  of  being  a  corporation,  in 
case  of  sale  by  virtue  of  any  such  mortgage  or  deed  of  trust,  or 
of  any  judgment  specified  in  section  six,  are  hereby  declared  to 
pass  to  the  purchasers,  so  as  to  enable  them  to  re-organize  the 
corporation  in  the  manner  herein  provided  ;  and  shall  also  have 
power  to  issue  capital  stock  to  such  aggregate  amount  as  it  may 
deem  proper,  not  exceeding  any  limit  which  may  be  fixed  by 
agreement  with  the   trustees  purchasing  as  aforesaid  ;  and  may 


49 

establish  preferences  in  respect  to  dividends,  in  favor  of  one  or 
more  classes  of  the  said  stock,  in  such  order  and  manner  as  it 
may  deem  expedient,  not  exceeding  such  limit  as  may  be  fixed 
by  agreement  as  aforesaid ;  and  may,  if  authorized  by  the  agree- 
ment mentioned  in  section  one,  confer  on  holders  of  any  bonds 
which  it  may  issue  or  assume  to  pay,  such  rights  to  vote  at  all 
meetings  of  stockholders,  not  exceeding  one  vote  for  every  fifty 
dollars  of  the  par  amount  of  the  said  bonds,  as  may  have  been 
provided  for  in  the  agreement  mentioned  in  section  one,  which 
rights,  when  once  fixed,  shall  attach  to  and  pass  with  such  bonds, 
under  such  regulations  as  the  by-laws  may  prescribe,  to  the  suc- 
cessive holders  thereof,  but  shall  not  subject  any  holder  to  any 
assessment  by  the  said  Company,  or  to  any  liability  for  its  debts, 
or  entitle  any  holder  to  dividends. 

Sec.  6.  The  lien  of  the  mortgages  and  deeds  of  trust  au- 
thorized to  be  made  by  this  act,, shall  be  postponed  to  the  lien 
of  judgments  recovered  against  said  corporation,  after  its  re-or- 
ganization, for  labor  thereafter  performed  for  it,  or  for  materials 
or  supplies  thereafter  furnished  to  it,  or  for  damages  for  losses  or 
injuries,  thereafter  suffered  or  sustained  by  the  misconduct  of  its 
agents,  or  in  any  action  founded  on  its  contracts  or  liability  as  a 
common  carrier,  thereafter  made  or  incurred. 

Sec.  7.  Tlie  provisions  of  this  act  shall  extend  and  apply 
also  to  corporations  whose  railroads  are  partly  within  and  partly 
without  this  State  ;  and  a  corporation  of  this  State,  possessing 
such  a  railroad,  shall  have  capacity  to  exercise  without  this  State 
all  its  powers,  privileges,  faculties  and  franchises  ;  and  a  corpora- 
tion of  another  State,possessing  part  of  a  railroad  which  is  partly 
in  such  other  State  and  partly  within  this  State,  may  exercise  and 
enjoy  vnthin  this  State  all  its  powers,  privileges,  faculties  and 
franchises,  for  the  j^urpose  of  the  said  railrooA  and  its  business, 
not  inconsistent  with  the  laws  of  this  State  and  the  provisions 
of  this  act ;  and  all  inortgages  and  deeds  of  trust  made  hy  the 
said  corporatwn  upon  its  railroad,  equipments,  or  other  property 
within  this  State,  shall  operate  in  the  same  manner^  and  with  the 
like  effects,  as  is  hereinbefore  provided  with  respect  to  those  corpo- 
rations re-organized  under  the  provisions  of  this  Act/  Provided, 
that  such  part  of  the  said  railroad  as  is  within  this  State  shall 
be  sudject  to  taxation,  and  shall  be  subject  to  all  regulations  of 


50 

law  in  the  same  mam^ner  as  railroads  of  this  State  in  like  cases  ; 
and  the  corporation  owning  the  same  shall  he  subject  to  all  duties 
in  respect  thereto  imposed  hy  law,  and  to  he  sued  and  may  sue,  in 
all  cases,  and  in  the  same  manner  as  a  corporation  of  this  State 
might  he  sued  or  might  sue. 

Sec.  8.  Railroads,  and  other  property  mortgaged  therewith 
by  said  raih-oad  companies,  may,  if  the  Court  deem  it  expedient, 
be  sold  without  appraisement  at  judicial  sales,  under  judgments 
upon  such  mortgage;  but  in  such  case,  in  order  to  prevent  sacri- 
fices, and  protect  the  interests  of  all  concerned,  the  Court  shall 
fix  a  minimum  sum,  below  which  no  such  sale  shall  be  made  ; 
and,  in  order  to  ^-k.  that  amount,  the  Court  may,  if  it  deem  it  ex- 
pedient to  do  so,  refer  the  subject  to  a  Master,  with  instructions 
to  take  testimony  and  report  upon  the  same. 

Sec.  9.  That  in  regard  to  bonds  or  stock,  held  by  the  State 
of  Ohio,  counties,  townships,  cities,  villages,  or  other  municipal 
corporations,  or  otherwise  h^ld  in  a  fiduciary  capacity,  the  Gov- 
ernor, County  Commissioners,  Trustees,  Council,  or  other  corpo- 
rate body  representing  the  State,  municipal  corporation,  or  persons 
holding  in  a  fiduciary  capacity,  as  executors,  administrators,  guar- 
dians or  otherwise,  shall  be,  and  they  are  hereby  authorized  to 
become  parties  to  such  agreement,  and  to  control,  exchange,  or 
manage  said  bonds  or  stock  according  to  the  terms  of  the  agree- 
ment, and  to  take  and  receive  new  bonds  or  stock  to  be  issued  in 
lieu  of  the  original  bonds  or  stock,  which  shall  be  held  on  the 
same  terms  and  subject  to  all  liens  which  attached  to  said  original 
bonds  or  stock. 

Sec.  10.  That  any  association  or  company  of  pei-sons  which 
has  heretofore  come  into  possession  of  the  road  and  other  property 
of  any  railroad  company  within  this  State,  by  purchase  under 
judicial  proceedings,  and  in  pursuance  of  any  agreement  for  the 
capitalization  of  the  debts  and  stock  of  such  railroad  company, 
(to  which  a  majority  in  interest  of  the  creditors  and  of  the  stock- 
liolders  of  such  railroad  company  were  parties),  and  which  may 
now  be  reorganized  under  any  law  of  this  State,  may  accept  of 
the  provisions  of  this  act,  by  a  vote  of  a  majority  interest  of  its 
stockholders  under  such  reorganization,  at  any  meeting  convened 
upon  notice  for  that  purpose ;  and,  upon  such  acceptance,  may  re- 


51 

organize,  as  provided  in  this  act ;  and  such  re-organized  company 
shall  be  invested  vritli  all  the  powers,  privileges  and  immunities 
conferred,  and  subject  to  all  the  restrictions  imposed  by  this  act, 
to  the  same  extent  as  if  such  reorganization  had  been  originally 
under  this  act ;  and  a  copy  of  the  resolution  of  acceptance,  as 
aforesaid,  attested  by  the  signature  of  the  president  and  the  seal 
of  the  corporation,  shall  be  filed  in  the  Office  of  the  Secretary  of 
State,  and  a  copy  thereof,  duly  authenticated  by  him  under  the 
great  seal  of  this  State, shall  be  due  evidence  of  such  acceptance; 
and  all  stockholders  and  creditors  who  have  not  participated  in 
the  agreement  for  capitalization,  lieretofore  made,  still  have  the 
right  to  participate  in  the  benefits  of  such  agreement,  at  or  be- 
fore the  meeting  which  shall  be  convened  upon  notice  for  the 
purpose  of  accepting  the  provisions  of  this  act,  as  provided  in 
this  section,  in  tlie  same  manner,  and  to  the  same  extent,  as  if 
they  had  participated  in  and  accepted  of  the  terms  of  such  agree- 
ment for  capitalization,  in  the  manner  provided  by  any  law  under 
which  such  capitalization  has  heretofore  taken  place. 

Sec.  11.  This  act  shall  take  effect  from  and  after  its  passage. 

ED.  A.  PAKROT, 

Speaker  pro  tern,  of  the  House  of  Representatives, 

ROB'T.  C.  KIRK, 

President  of  the  Senctte. 
Passed  April  11th,  1861.  K 

Secretary  of  State's  Office,      ) 
Columbus,  Ohio,  April  16th,  1861.  [ 

I,  Addison  P.  Russell,  Secretary  of  State  of  the  State  of 
Ohio,  do  hereby  certify  the  foregoing  to  be  a  correct  copy  of  the 
original  roll,  now  on  file  in  this  office. 

{The  Great  Seal ]  In  testimony  whereof,  I  do  hereunto  subscribe 

c     ^^  i^5^, .     I  niy  name,  and  affix  the  Great  Seal  of  the 

State  of  Ohio,  f  ^-^         r   l^^  .           ^  i       i                i       i             i 

1802.        J  State  of  Ohio,  at  Columbus,  on  the  day  and 

year  of  the  date  hereof. 

A.  P.  RUSSELL, 

Secretary  of  State. 


62 

AN  ACT,  Swppleinervtary  to  an  Act  entitled  ^^  An  Act  to  pro- 
vide for  the  Creation  and  Begulation  of  Incorporated 
Companies  in  the  State  of  Ohio^^  passed  May  1st,  1852. 

Section  1.  Be  it  enacted  hy  the  General  Assembly  of  the 
State  of  Ohio,  That  the  purchaser  or  purchasers  of  any  railroad, 
situate  wholly  or  partly  within  this  State,  which  has  been  sold 
pursuant  to  judicial  order,  judgment  or  decree,  or  to  such  order, 
judgment  or  decree  and  express  power,  or  the  survivor  or  survi- 
vors, or  the  assigns  of  such  purchaser  or  purchasers,  may  acquire 
the  franchise  to  be  a  corporation  originally  vested  in  the  com- 
pany which  held  the  said  railroad  prior  to  such  sale,  by  grant  of 
said  company,  under  such  terms  and  conditions  as  may  be  agreed 
upon  by  the  directors  of  such  company,  with  the  consent  of  the 
stockholders  owning  two-thirds  of  the  stock  ;  which  grant,  being 
in  the  same  form  as  is  by  law  required  to  convey  real  estate, 
shall  be  effectual  to  pass  the  said  franchise  to  the  persons  or 
company  which  shall  have  become  the  owners  by  purchase  or 
assignment  as  aforesaid  of  such  railroad :  Provided,  that  no 
grant  shall  be  made  as  aforesaid,  unless  provision  shall  be  made 
for  granting  to  the  stockholders  in  the  original  comprny  stock  in 
the  reorganized  company  upon  equal  terms  with  the  stockholders 
thereof,  and  as  shall  be  acceptable  to  the  directors  making  such 
grant. 

Sec.  2.  This  Act  shall  take  effect  from  and  after  its  passage. 

JAMES  R  HUBBELL, 

SpeaTcer  of  the  House  of  Representatives. 


April  4,  1863. 


P.  HITCHCOCK, 

President  pro   tern  of  the  Senate. 


Note. — Since  the  publication  of  the  former  collection  of  laws, 
and  the  execution  of  the  lease  to  the  Pennsylvania  Railroad 
Company,  the  question  has  been  raised  in  Ohio,  by  information 
in  the  nature  of  quo  warranto,  whether  this  Company  (the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company)  is  in  fact  a 
corporation  of  that  State,  and  it  has  been  decided  that  it  is  not, 
but  is  entitled  to  maintain  and  operate  its  railroad  within  the 
State  by  virtue  of  the  powers  and  authorities  granted  by  the 


53 


other  States  in  that  behalf.     The  following  is  the  Opinion  of  the 
Court :  i 


The  State  of  Ohio 

agt. 

The     Pittsburgh,    Fort    Wayne    and 
Chicago  Railway  Company,  et  al. 


Welch,  C.  J. : 

This  proceeding,  as  we  understand  the  case,  is  not  merely 
against  the  three  defendants  named  upon  the  record,  but  against 
all  the  officers,  stockholders,  and  other  individuals,  claiming  to 
constitute  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company.  And  we  understand  the  information,  as  charging  the 
defendants,  not  only  with  usurping  and  unlawfully  exercising  the 
franchise  of  being  a  corporation  under  and  by  virtue  of  the  laws  of 
Ohio,  and  as  such  unlawfully  exercising  and  using  the  various 
liberties  and  franchises  mentioned  in  the  information,  but  also, 
with  usurping  the  franchise  of  being  a  foreign  corporation,  and, 
as  such  foreign  corporation,  unlawfully  exercising  and  using  the 
same  liberties  and  franchises,  within  this  State. 

The  plea  interposed  stands  in  the  names  of  three  defendants 
named  upon  the  record.  In  this,  the  persons  so  named  say,  that 
they  are  directors  of  the  corporation,  and  they  assert  its  legal 
existence  and  its  full  right  to  use  the  franchises  in  question.  But 
they  neither  admit  nor  deny  the  charge  that  they  assume  to  be 
members  of  the  corporation,  otherwise  than  by  admitting  that 
they  assume  to  act  as  its  directors.  Under  this  state  of  pleading, 
and  in  the  absence  of  evidence  to  the  contrary,  we  must  regard 
the  directors  as  claiming  to  be  members  of  the  corporation,  and 
consider  their  plea  as  a  plea  on  behalf  of  all  the  defendants. 

The  claim  set  up  by  the  defendants  is,  that  they  are  "  a  cor- 
poration," created  and  existing  under  and  by  virtue  of  "  the  laws 
of  the  States  of  Ohio,  Pennsylvania,  Indiana,  and  Illinois,"  and, 
as  such,  authorized  by  said  laws,  to  exercise  and  use  all  the  said 
franchises  and  privileges.     By  this  we  do  not  understand,  as  the 


54 

counsel  for  the  State  seems  to  do,  that  the  defendants  claim  to 
be  incorporated  by  the  joint  legislation  of  the  States  named,  but 
that  they  claim  to  be  a  single  organization  of  individuals,  under 
the  name  of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  to  whom  these  States  have  severally  granted  similar 
corporate  powers  and  franchises ;  and  they,  therefore,  claim  to  have 
in  Ohio  all  the  rights  and  powers  both  of  a  domestic  and  of  a 
foreign  corporation,  and,  as  either,  or  both,  the  right  to  exercise 
and  enjoy  the  franchises  and  privileges  which  they  are  charged 
with  so  usurping,  namely,  the  franchises  and  privileges  of  own- 
ing, operating  and  maintaining  their  railroad  in  Ohio. 

If  the  MQfendants  are  a  corporation  created  by  the  laws  of 
Ohio,  it  is  admitted  that  they  have  all  the  rights  and  powers  in 
question. 

It  seems,  also,  to  be  admitted  in  the  agreed  statement,  and  in 
the  argument  of  counsel,  though  the  contrary  would  appear  to  be 
asserted  in  the  information,  that  the  defendants  are  a  foreign  cor- 
poration, at  least  a  corporation  of  the  State  of  Pennsylvania.  The 
questions  to  be  decided  therefore,  are  : 

1.  Is  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company  a  corporation  of  Ohio. 

2.  If  not  such  corporation,  has  it  the  right  and  power,  as  a 
foreign  corporation,  to  own,  operate  and  maintain  its  road  in 
Ohio,  and  for  that  purpose  to  use  and  enjoy  the  privileges  and 
franchises  specified  in  the  information. 

We  will  consider  these  two  questions  in  their  order. 

1.  Are  the  defendants  an  Ohio  corporation  ? 

Their  claim  is,  that  the  consolidated  Company,  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railroad  Company  was  an  Ohio  cor- 
poration, and  that  its  charter,  "  its  franchises  to  be,''  or  right  of 
existence  has  passed  to  or  become  vested  in  the  defendants,  bv 
virtue*- of  the  deed  made  under  the  Act  of  April  4th,  1868. 
Unless  this  act,  and  the  deed  made  under  it,  are  sufficient  and 
effectual  so  to  transfer  or  vest  the  charter  of  the  consolidated 
Company,  it  is  quite  unnecessary  to  inquire  whether  that  Com- 
pany was  or  is  a  legal  corporation  of  Ohio,  and  we  are  saved  the 
necessity  of  considering  the  various  questions,  made  and  argued 
by  counsel,  touching  the  legality  of  the  consolidation,  and  of  the 
proceedings  preliminary  and  antecedent  thereto. 

Assuming  then,  for  the  present — what  I  believe  to  be  the  fact 
— that  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Com- 


65 

pany  was  an  Ohio  corporation,  did  its  charter  pass  to  or  vest  in 
the  defendants,  by  virtue  of  the  deed  and  act  of  1863,  and  thus 
constitute  the  defendants,  or  rather  thus  constitute  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  Company,  an  Ohio  corporation  ? 

That  a  corporation  can,  when  authorized  by  law  so  to  do, 
transfer,  sell,  or  convey  its  charter  or  franchise  to  be  a  corporation, 
and  thus  vest  it  in  others,  seems  to  be  quite  well  settled  by  judi- 
cial decisions ;  and  we  have  no  objections  to  make  to  this  pro- 
position of  law,  except  it  may  be  to  the  form  of  stating  it.  The 
real  transa(!tion  in  all  such  cases  of  transfer,  sale  or  conveyance, 
in  legal  effect,  is  nothing  more  or  less,  and  nothing  other  than,  a 
surrender  or  abandonment  of  the  old  charter,  by  the  corporators, 
and  a  grant  de  novo  of  a  similar  charter  to  the  so  called  transferees, 
or  purchasers ;  to  look  up(m  it  in  any  other  light,  and  to  regard 
the  transaction  as  a  literal  transfer  or  sale  of  the  charter,  is  to  be 
deceived,  we  think,  by  a  mere  figure  or  form  of  speech.  The 
vital  part  of  the  transaction,  and  that  without  which  it  would  bo 
a  nullity,  is  the  law  under  which  the  transfer  is  made.  The  sta- 
tute authorizing  the  transfer,  and  declaring  its  effect,  is  the  grant 
of  a  new  charter,  couched  in  few  words,  and  to  take  effect  upon 
condition  of  the  surrender  or  abandonment  of  the  old  charter  ; 
and  the  deed  of  transfer  is  to  be  regarded  as  mere  evidence  of 
the  surrender  or  abandonment,  according  to  our  understanding  of 
the  cause  cited  by  counsel  for  the  defendants,  in  support  of  the 
doctrine  of  the  transferability  of  such  charter.  This  is  the  view 
entertained,  wherever  the  Courts  have  spoken  directly  of  the  legal 
effect  of  such  conveyance,  and  such  seems  to  be  the  view  taken 
by  counsel  themselves  ;  for  they  say,  among  other  things :  If  the 
corporators  ("  of  the  old  Company  ")  saw  fit,  nobody  would  ques- 
tion their  right  to  dissolve  the  old  corporation  and  surrender  their 
franchise  to  the  State  ;  and  no  question  could  be  made  of  the 
right  of  the  State,  by  a  general  law,  to  provide  for  conferring 
it  upon  the  purchasers  of  their  property.  And  the  counsel  add  : 
"  That  is  what  in  effect  is  done  hy  this  act  " — the  act  of  1863. 
We  agree  to  this  proposition  of  counsel,  with  a  single  proviso — we 
think  with  them,  that  "  that  is  what  in  effect  is  done,"  provided 
anything  is  conditionally  and  effectually  done. 

In  other  words,  the  legislature  of  Ohio,  by  the  act  of  1863, 
have  granted  to  the  defendant  a  charter  of  incorporation  similar 
to  that  held  by  the  Pittsburgh,  Fort  Wayne  and  Chicago  Rail- 
road Coinpsiny,  j)rovided  the  legislature,  at  the  date   of  the   act, 


56 

had  constitutional  power  to  grant  such  a  charter,  aiid  provided, 
the  requirements  of  the  act  have  been  complied  with  by  the 
parties.  It  matters  not  if  we  regard  the  charter  granted  as 
identical  with  the  one  surrendered — a  something  which  really 
passed  from  the  old  or  defunct  corporation  into  the  hands  of  the 
legislature,  and  thence  to  the  new  organization — there  must  be, 
at  the  time  constitutional  power  in  the  legislature,  not  only  to 
receive  but  also  to  reissue  the  charter.  It  must  pass  through 
legislative  hands  before  it  can  take  life  in  a  new  organization. 
It  comes  into  their  hands  the  work  and  offspring  of  the  old  con- 
stitution, but  it  goes  out  again,  if  at  all,  as  the  work  and  offspring 
of  the  new  one,  and  subject  to  all  its  requirements  and  limita- 
tions. 

By  the  present  Constitution  of  Ohio,  the  power  of  the  legis- 
lature to  grant  charters  of  incorporation  is  subjected  to  important 
limitations,  which  did  not  exist  under  the  Constitution  of  1802 ; 
one  of  these  is,  that  the  grant  must  be  made  by  a  general  law ; 
another  is  that  the  charter  must  be  subject  to  alteration  and  re- 
vocation by  the  legislature  ;  and  a  third  is,  that  the  grant  must 
be  made  in  some  such  form  as  will  subject  the  stockholders  to 
individual  liability,  to  at  least  a  certain  extent,  for  the  debts  of 
the  corporation.  The  claim  upon  the  part  of  the  State  is,  that 
the  act  of  April  4,  1863,  is  in  violation  of  these  several  provi- 
sions of  the  Constitution  ;  or  if  the  act  will  admit  of  a  construc- 
tion consistent  wdth  these  provisions,  then,  the  claim  is,  that  the 
provisions  and  requirement  of  the  act,  taken  in  their  proper 
and  constitutional  sense,  have  not  been  conformed  to  by  the 
parties. 

We  have  no  hesitation  in  holding,  that  the  act  of  1863  is  not 
liable  to  the  objection  that  it  is  a  "  special  act."  It  is  a  ''  general 
law,"  in  our  judgment,  within  the  meaning  of  Art.  13,  Sec.  2,  of 
the  Constitution.  In  so  holding,  we  merely  repeat,  in  substance, 
what  has  been  heretofore  decided  by  this  Court  in  Cricket  v.  The 
State,  18  O.  St.  R,  9 ;  Welker  v.  Porter,  18  O.  St.  R.,  87. 

The  objection  that  if  the  defendants  did  thus  acquire  a  char- 
ter, under  the  act  of  1863,  that  charter  would  not  be  subject  to 
alteration  or  repeal,  has,  in  effect,  been  answered  in  what  is  said 
above.  If  the  charter  thus  acquired,  is  to  be  regarded  in  law  as 
identical  with  the  charter  of  the  re-organized  Company,  and  not 
as  a  new  charter  issuing  directly  from  the  legislature,  and  if,  in 
like  manner,  the  charter  of  the  re-organized  Company  is  to  be 


57 

regarded  not  as  a  legislative  grant  made  to  it,  but  as  a  grant 
directly  from  the  original  Companies  so  consolidated,  then  it  may 
be  true,  that  the  charter  would  be  unalterable  and  irrevocable, 
and  the  act  of  1863  be  unconstitutional  on  that  ground.  But, 
as  we  have  alread}^  said,  such  is  not  the  law  of  the  case,  and  the 
charter,  if  so  vested,  would  remain,  as  other  charters,  granted 
under  the  present  Constitution,  liable  to  amendment  and  repeal 
by  the  legislature. 

But  the  trouble  in  defendants'  case  arises  when  we  attempt  to 
reconcile  their  claim,  that  they  are  an  Ohio  corporation,  under  the 
act  of  1863,  with  the  third-named  limitation  in  the  Constitution 
— the  limitation  in  regard  to  individual  liability. 

Under  the  present  Constitution,  the  legislature  are  powerless 
to  grant  a  charter  to  any  such  corporation,  unless  the  grant  is 
made  in  a  form  that  will  secure  the  individual  liability  of  its 
stockholders  for  the  debts  of  the  corporation,  at  least  to  the 
amount  of  their  stock  over  and  above  their  subscription.  This 
liability  may  be  secured  by  an  express  provision  in  the  act  of 
incorporation ;  when  it  is  to  exceed  the  amount  of  the  stock,  it 
must  be  secured  in  that  form.  In  the  absence  of  any  such  pro- 
vision in  the  act  of  incorporation,  I  presume  this  provision  of 
the  Constitution  would  enter  into  and  form  part  of  the  act  of 
incorporation,  and  to  that  extent  execute  itself.  In  either  case, 
however,  the  act  of  incorporation — the  grant  of  the  charter — 
must  be  in  some  such  form  as  will  secure  this  liability.  It  must 
require  of  the  individuals,  availing  themselves  of  its  provisions, 
some  acts  as  such,  under  and  in  pursuance  of  it,  as  will  subject 
them  individually  to  its  provisions,  or  to  this  provision  of  the 
Constitution  in  regard  to  liability.  If  it  fails  to  do  this,  it  is 
simply  unconstitutional  and  void. 

The  act  of  1863,  under  which  the  defendants  claim  title,  con- 
tains no  improvision  imposing  liability  upon  individuals  who  may 
become  stockholders  under  it.  Whether  the  act,  properly  inter- 
preted, does  or  does  not  require  of  the  persons  becoming  incor- 
porated under  its  provisions,  acts  or  proceedings  which  will  se- 
cure their  individual  liability,  as  stockholders,  is  totally  immate- 
rial to  the  present  case ;  because,  if  it  is  to  be  interpreted  as  re- 
quiring such  acts,  namely,  an  organization  of  individimls  under 
the  act,  such  as  is  required  by  the  act  of  April  11th,  1861,  a 
deed  to  be  made  to  and  accepted  by  them,  and  a  taking  of  stock 
by  them,  in  the  Company  thus  organized,  then  the  defendants  have 


58 

put  a  wrong  interpretation  upon  the  act,  and  have  failed  to 
comply  with  its  provisions.  On  the  other  hand,  if  they  have 
rightly  interpreted  the  act,  then  the  act  itself  is  unconstitutional 
and  void,  for  the  want  of  adequate  provisions  to  secure  the  indi- 
vidual liability  of  stockholders  becoming  incorporated  under  its 
provisions.  1  presume  it  is  not  claimed,  on  behalf  of  defendants, 
that  they  have  done  any  act  by  way  of  organization — the  taking  of 
stock,  or  the  acceptance  of  the  deed  made  under  the  Act  of  1863  — 
which  subjects  them,  as  individuals,  to  any  liability,  whatever, 
beyond  that  incurred  by  becoming  members  of  the  foreign  coni- 
pan}'.  They  never  organized  under  the  Ohio  act.  Their  organ 
ization  was  complete  before  it  was  passed.  They  took  no  stock 
under  the  Ohio  act ;  their  stock  had  already  been  taken  under 
the  Pennsylvania  act;  nor  was  the  deed  made  to  or  accepted  by 
them  ;  it  was  made  to  and  accepted  by  the  corporation  of  which 
they  were  members.  As  such  corporation  it  had  no  power,  hy 
any  act,  whatever,  to  pledge  the  individual  liability  of  its  stock- 
holders. The  powers  of  a  corporation  are  limited  to  the  common 
property  and  common  interests  of  the  organization.  Over  these, 
and  within  the  scope  and  purpose  of  its  organization,  a  majority 
of  its  members,  acting  through  and  by  its  officers  and  agents,  can 
exercise  dominion  and  control  and  bind  its  individual  members. 
Beyond  this  common  fund,  and  outside  this  scope,  the  corpo 
ration,  as  such,  is  powerless  to  hind  its  individual  members.  In 
some  cases,  it  has  been  found  very  difficult  to  determine  the  ex- 
act line  between  what  may  be  done  by  a  majority  of  the  corpor- 
ators, thus  acting  by  and  through  common  agents,  and  what 
can  only  be  effected  by  the  individual  consent  of  each  and  all ; 
but  no  difficulty  of  the  kind  can  occur  in  solving  questions  of  in- 
dividual liability.  There,  the  line  is  strictly  drawn  and  marked — 
the  contract  by  which  he  becomes  a  member  fixes  the  boundary 
between  the  interests  of  the  stockholder  and  those  which  are  em 
barked  in  the  common  enterprise,  and  thus  subjected  to  the  com- 
mon control ;  and  this  contract,  be  it  expressed  or  implied,  must 
be  interpreted  in  the  light  of  the  law  as  it  existed  at  the  time, 
and  under  which  this  organization  is  had.  The  private  interests 
and  rights  of  the  stockholder,  not  by  this  contract,  or  some  sub- 
sequent individual  act  of  his,  placed  in  the  common  fund,  or 
subjected  to  the  corporate  control,  are  as  completely  outside  the 
reach  and  power  of  the  corporation  as  are  the  property  and  rights 
of  strangers.     The  element  of  individual  liability  must  be  en- 


59 

grafted  upon  the  stock  by  the  law  under  which  ttie  organization 
is  liad,  or  the  stock  is  taken,  and  by  virtue  of  that  organization  or 
taking,  or  else  by  some  subsequent  individual  assent  of  the 
stockholder ;  otherwise  he  stands  liable  for  no  more  than  the 
amount  which,  by  his  contract  with  the  Company,  he  has  agreed 
to  contribute  to  the  common  fund. 

In  this  view  of  the  case,  it  plainly  follows,  that  the  defend- 
ants have  not  become  members  of  an  Ohio  corporation,  created 
under  the  present  Constitution  of  the  State,  for  the  reason  that 
they  have  never  subjected  them^selves  to  the  individual  liability 
which  it  imposes  on  stocJcholders,  and  which  it  makes  an  indis- 
pensable element  in  the  creation  of  all  such  corporations.  Either 
the  defendants  have  misinterpreted  the  Act  of  1863,  and  wholly 
failed  to  conform  to  its  provisions,  or,  if  they  have  rightly  inter- 
preted it,  as  authorizing  bestowment  of  a  charter  upon  a  for- 
eign corporation  without  securing  any  individual  liability  of  its 
stockholders,  then  the  act  itself  is  unconstitutional  and  void.  In 
either  alternative,  the  defendants  are  no  legal  corporation  of  Ohio. 
It  is  unnecessary,  therefore,  to  inquire  whether  their  charter  as  a 
corporation  of  Pennsylvania  gives  them  authority,  as  such  cor- 
poration, to  accept  an  additional  charter  from  another  State,  or 
whether,  if  they  have  such  authority,  it  is  competent  for  another 
State,  not  having  a  Constitution  like  ours,  thns  to  grant  them  a 
second  charter ;  that  is,  to  make  the  grant  directly  to  the  corpo- 
ration eo  nomine^  and  not  to  the  individuals  composing  it.  If  we 
concede  both  the  authority  to  accept  a  second  and  foreign  char- 
ter, and  the  general  power  of  another  State,  in  this  manner,  to 
make  the  grant,  it  is  enough,  for  the  present  case,  to  say,  that  the 
power  in  question  has  been  denied  to  the  legislature  of  Ohio  by 
her  present  Constitution. 

II.  The  second  general  question  involved,  is,  whether  the  de- 
fendants, as  a  foreign  corporation,  have  the  right,  by  the  present 
laws  of  Ohio,  to  enjoy,  exercise,  and  use  the  franchises  and  priv- 
ileges specified  in  the  information,  other  than  that  of  being  an 
Ohio  corporation.  That  is  to  say — has  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company,  under  the  present  laws  of  Ohio, 
accorded  to  it  the  right,  to  own,  operate  and  maintain  its  road  in 
and  through  the  State,  including  the  right  to  condemn  and  a})- 
propriate  private  property  to  its  own  use — the  right  of  being  a 
common  carrier  for  reward,  and  the  right  to  lease  its  road,  under 
the  act  of  March  19th,  1869  ?    We  answer  this  question  in  the  af- 


60 

firmative,  and  we  need  perhaps  add  but  little  more.  In  American 
Bible  Society  v.  Marshall,  15  O.  S.  R.,  541,  this  Court  held  that 
a  foreign  corporation  might  purchase  and  own  real  estate  in 
Ohio,  when  not  forbidden  by  express  legislation,  or  the  general 
policy  of  the  law.  The  ownership  of  such  property  implies  its  use 
by  the  owner,  and  the  nature  of  the  use  is  to  be  determined  by 
the  nature  of  the  property  itself. 

There  is  not  only  no  law  of  Ohio  prohibiting  the  ownership  and 
use  of  railroads  in  the  State,  by  foreign  corporations,  and  no  public 
policy  of  the  State  to  be  contravened  thereby,  but  there  is 
abundant  legislation  directly  to  the  contrary.  The  legislation 
brought  into  review  by  the  agreed  statement  in  this  case,  abund- 
antly shows,  that  the  policy  of  the  State  has  been,  and  is,  not  only 
to  permit,  but  to  invite  and  encourage  such  ownership  and  use, 
and  to  place  foreign  companies,  in  this  respect,  on  a  perfectly 
equal  footing  with  domestic  companies.  It  would  be  strange 
were  it  otherwise.  To  invite  their  co-operation  in  works  of  great 
public  concern,  and  then  discriminate  against  them,  in  point  of 
right  to  use  and  enjoy  their  property  in  the  State,  would  not  only 
be  unjust  to  them,  but  unwise  for  the  State.  If  any  discrimination 
does  exist,  it  is  in  regard  to  the  power  of  condemning  and  appro- 
priating private  property  to  the  use  of  the  roads.  In  this  case,  we 
find  what  we  construe  to  be  an  express  grant  of  that  power.  The 
Pennsylvania  act  incorporating  the  defendants  gives  them  power 
to  condemn  and  appropriate  private  property.  By  the  7th  Sec- 
tion of  an  act  of  April  11th,  1861,  it  is  provided,  that  "  a  corpo- 
ration of  another  State  possessing  part  of  a  railroad  which  is  partly 
in  such  other  State,  and  partly  within  this  State,  may  exercise 
and  enjoy  within  this  State  all  its  powers,  privileges,  facilities 
and  franchises,  for  the  purpose  of  said  railroad  and  its  business, 
not  inconsistent  with  the  laws  of  this  State  and  the  provisions  of 
said  act."  This  provision  clearly  gives  the  right  to  condenm 
and  appropriate  private  property  in  Ohio,  to  all  railroad  corpora- 
tions of  other  States,  which  )iave  the  power  of  condemnation  and 
appropriation  given  them  in  their  charters  of  incorporation. 

It  follows,  that  a  judgment  of  ouster  will  be  entered  against 
the  defendants,  as  to  the  franchise  of  being  a  corporation  of  Ohio, 
and  a  judgment  in  their  favor,  as  to  the  other  franchises  and  priv- 
ileges which  they  are  charged  with  usurping. 

Judgment  accordingly/. 

Judge  West,  having  been  of  counsel,  did  not  sit  in  the  case. 


61 

OPINION 

OF 

HON.  R.  P.  RANNEY  AND  S.  J.  TILDEN. 

ON 

TAXATION  OF  OHIO  STOCKHOLDERS. 


Hon.  G.  W.  Cass, 

President  P.  F.W.db  C.  Ry.  Co.,  New  York  : 

Dear  Sir:  We  have  examined  with  much  care  the  question 
submitted  to  us,  relative  to  the  liability  of  the  StocJcholders  of 
your  Company,  residing  in  Ohio,  to  taxation  upon  their  shares  of 
stock,  in  addition  to  the  taxes  levied  upon  the  property  of  the 
Company,  situated  in  that  State.  This  question  is  supposed  to 
arise  upon  a  late  decision  of  the  Supreme  Court  of  that  State,  in 
which  it  was  held,  that  the  Company  was  not  a  corporation  of 
that  State,  but  held  and  operated  its  property  there  in  virtue  of 
its  corporate  organization  in  other  States ;  thus,  as  is  claimed, 
making  such  owners  of  stock,  stockholders  in  a  foreign  corpora- 
tion. If  we  had  not  been  informed  to  the  contrary,  we  should 
never  have  anticipated  that  such  a  claim  would  be  advanced,  nor 
do  we  think  that  it  will  be  persisted  in.  But,  be  this  as  it  may, 
we  have  no  hesitation  in  declaring  such  an  absurd  and  unjust 
claim  totally  destitute  of  any  legal  foundation  in  the  Constitution 
and  laws  of  that  State.  By  the  Constitution  it  is  provided  that, 
"laws  shall  be  passed,  taxing  hy  a  unifonn  rule  all  moneys, 
credits,  investments  in  bonds,  stocks,  joint  stock  companies,  or 
otherwise ;  and  also  all  real  and  personal  property,  according  to 
its  true  value  in  money  ;"  and  that  "  the  property  of  corporations 
now  existing  or  hereafter  enacted  shall  forever  be  subject  to  tax- 
ation, the  same  as  the  property  of  individuals^ 

These  provisions  require,  1st,  the  taxation  of  all  property, 
whether  belonging  to  individuals  or  corporations,  at  its  true  value 
in  money ;  2d,  the  same  rate  per  cent,  to  be  levied  upon  that 
value ;  and  3d,  prohibit  the  burdening  of  one  description  of  prop- 
erty more  than  another,  either  by  valuing  it  at  more  than  it  is 


worth,  taxing  it  twice,  or  levying  more  than  the  uniform  rate  per 
cent,  upon  it. 

The  tax  laws  of  the  State  were  generally  revised  in  1859. 
As  a  general  proposition,  the  owner  of  any  property  was  required 
to  return  it  upon  oath  to  the  assessor  of  his  township  or  wards,  in 
order  that  it  might  be  returned  upon  the  county  duplicate  for 
taxation.  This  was  true  of  investments  in  the  stock  of  associa- 
tions and  corporations,  except  when  special  provision  was  made 
in  the  act  for  their  taxation.  By  the  [3d  section  (S.  &  C,  Stat- 
144:0),  it  is  provided  that  "  no  person  shall  be  required  to  include 
"  in  his  statement  of  the  personal  property,  etc.,  etc.,"  any  share 
"  or  portion  of  the  capital  stock  or  property  of  any  company  or 
"  corporation,  which  is  required  to  list  or  return  its  capital  and 
*•  property  for  taxation  in  this  State."  The  I6th  section  of  the 
same  act  provided  for  the  taxation  of  railroad  and  other  com- 
l)anies,  and  requires  the  President,  Secretary,  or  principal  ac- 
counting olficer  of  each  of  them,  "  whether  incorporated  by  any 
''  law  of  this  State  or  not,"  to  return  to  the  respective  county 
Auditors  in  the  counties  where  their  property  was  situated,  "  all 
*'  the  personal  property,  which  shall  be  held  to  include  road-bed, 
'•  water  and  road  stations,  and  such  other  realty  as  is  necessary 
"  to  the  daily  running  operations  of  the  road,  money  and  credits 
'^  of  such  company  or  corporations,  within  the  State,  at  the  actual 
'•  value  in  money."  And  again,  in  section  59,  it  is  provided  that 
''  no  person  shall  be  required  to  list  for  taxation  any  certificate  of 
*'  the  capital  stock  of  any  company,  the  capital  stock  of  which  is 
''  taxed  in  the  name  of  said  company." 

By  a  supplementary  act,  passed  May  1,  1862,  the  16th  sec- 
tion of  the  act  of  1859,  above  referred  to,  was  so  far  changed 
and  repealed  as  to  constitute  the  "  County  Auditors  of  the  several 
''  counties  in  this  State,  in  which  any  railroad  company  now  has 
''  or  hereafter  may  have  its  track  and  railway,  or  any  part 
"  thereof,"  *  *  *  '^'  "a  board  of  appraisers  and  assessors 
"  for  such  railroad  company.'  • 

S.  &  S.  Stat.,  766,  after  providing  for  the  proper  organization 
of  this  board  (prescribing  their  powers  and  duties  in  enforcing 
the  attendance  and  examination  of  the  officers  of  the  corporation), 
and  the  apportionment  of  the  assessment  amongst  the  counties, 
towns  and  cities  through  which  the  road  runs ;  the  very  case  of  a 
road  partly  within  and  partly  out  of  the  State  is  provided  for  in 
the  8th  section.     It  is  then  enacted  that  "When  any  railroad 


63 

"  company  has  part  of  its  road  in  this  State  and  part  thereof  in 
'*  any  other  State  or  States,  the  proper  board  shall  take  the  value 
"  of  such  property,  moneys  and  credits  of  such  company  so 
"  found  and  determined  as  aforesaid,  and  divide  it  in  proportion 
'*  to  the  length  of  such  road  in  this  State,  bears  to  the  whole 
"  length  of  such  road,  and  determine  the  principal  sum  for  the 
"  value  of  such  road  in  this  State  accordingly,  equalizing  the  rela- 
"  tive  value  thereof  in  this  State,  as  provided  in  the  fifth  section 
"  of  this  act."  If  any  other  statutory  provision  was  needed,  to 
show  the  status  of  this  company  and  its  stockholders,  in  respect 
to  taxation  by  the  laws  of  Ohio,  it  would  be  found  in  the  7th  sec- 
tion of  the  re-organization  act  of  1861  (S.  &  S.  Stat,  129), 
which,  after  conferring  upon  corporations  of  other  States,  possess- 
ing part  of  a  railroad  in  this  State,  the  most  ample  authority  to 
exercise  all  their  corporate  powers  in  the  maintenance  and  opera- 
tion of  the  road  situated  here,  expressly  provides,  "that  such  part 
"  of  the  said  railroad  as  is  within  this  State  shall  be  subject  to 
'•  taxation,  and  shall  be  subject  to  all  regulation  of  laws  in  the 
"  same  manner  as  railroads  of  this  State  in  like  cases." 

It  is  thus  made  evident,  beyond  a  shadow  of  a  doubt,  that 
this  company  and  its  stockholders  residing  in  Ohio,  stand  upon 
the  same  ground  as  every  other  railroad  company,  and  its  stock- 
holders, in  that  State ;  that  there  has  not  only  been  no  attempt  to 
discriminate  against  it  or  them  in  the  matter  of  taxation,  but 
that  the  corporation  has  been  expressly  made  subject  to  taxation 
upon  all  the  property  held  by  it  for  its  stockholders,  found  in  the 
State,  and  the  stockholders  just  as  expressly  relieved  from  all 
obligation  to  return  their  respective  interests  in  the  stock,  in  the 
return  to  be  made  by  them.  The  fact  that  the  road  is  owned  by 
a  corporation  of  another  State  is  not  of  the  slightest  importance. 
Every  Company  owning  the  whole  or  any  part  of  a  road  in  the 
State,  "  whether  incorporated  by  any  law  of  this  State  or  not," 
"  is  required  to  list  or  return  its  capital  and  property  for  taxa- 
"  tion."  And  every  owner  of  "  any  share  or  portion  "  of  such 
capital  and  property  is  expressly  relieved  from  it.  Any  other 
course  would  involve  double  taxation  upon  the  same  property, 
and,  we  have  no  hesitation  in  saying,  would  be  in  direct  conflict 
with  the  Constitution  of  the  State. 

R.  P.  RANNEY. 
S.  J.  TILDEN. 

February  16,  1873. 


64 


THE  DEEDS  AND  MOETGAGES. 


1.     Trustees'  and  Master  Commissioners'  Deed  to  the  Pur- 
chasing CoMMin^EE. 

This  Indenture,  made  the  nineteenth  day  of  February,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  sixty-two,  be- 
tween John  Ferguson  and  Thomas  E.  Walker,  Trustees  and 
Special  Master  Commissioners  as  hereinafter  mentioned,  of  the 
first  part,  and  James  F.  D.  Lanier,  Samuel  J.  Tilden,  Louis  H. 
Meyer,  of  the  City  and  State  of  New  York,  John  Edgar  Thom- 
son, of  the  City  of  Philadelphia  and  the  State  of  Pennsylvania, 
and  Samuel  Hanna,  of  the  Town  of  Fort  Wayne,  and  State  of 
Indiana,  of  the  second  part. 

WITNESSETH,  that  whcrcas  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Pailroad  Company,  a  corporation  existing  under  and  by 
virtue  of  the  laws  of  the  States  of  Pennsylvania,  Ohio,  Indiana 
and  Illinois,  did  cause  to  be  made  and  delivered  to  the  parties  of 
the  first  part  hereto,  of  the  City,  County  and  State  of  New 
York,  a  certain  Deed,  or  Trust,  or  Mortgage,  bearing  date  of  the 
first  day  of  January,  A.  D.  1857,  whereby  the  said  Company 
granted  and  conveyed  unto  the  said  parties  of  the  first  part  thereto, 
their  heirs  and  assigns,  the  entire  railroad  of  the  said  Company 
from  its  terminus  in  the  City  of  Pittsburgh  to  its  terminus  in  the 
City  of  Chicago,  and  all  the  property  and  effects,  rights  and 
franchises  in  the  said  deed  of  trust  or  mortgage  mentioned,  and 
hereinafter  particularly  described,  on  the  trusts,  and  for  the  pur- 
poses following  (among  others) :  that  is  to  say,  if  the  interest  on 
the  bonds  therein  mentioned  should  not  be  paid  by  the  said  Com- 
pany when  the  same  should  fall  due,  and  if  such  interest  should 
remain  in  arrear  for  three  months,  then,  at  any  time  after  such 
default,  upon  request  of  the  holders  of  one  hundred  thousand 
dollars  in  amount  of  the  said  bonds,  the  said  parties  of  the  first 
part  hereto  should  enter  upon  and  take  possession  of  and  sell  all 
and  singular  the  said  premises  by  the  said  deed  of  trust  or  inort- 


65 

gage  conveyed,  or  transferred,  or  expressed,  or  intended  so  to  be, 
first  giving  notice  by  advertisement  in  three  principal  daily 
newspapers  printed  in  the  Cities  of  Nbw  York,  Albany,  Boston, 
Philadelphia,  Pittsburgh,  Baltimore,  Washington  and  Chicago, 
to  be  continued  for  sixty  days,  or  such  shorter  time,  for  not  less 
than  twenty  days,  as  the  said  Company  might  by  resolution  of 
their  Board  of  Directors  assent  to,  and  upon  such  sale  execute  a 
full  and  legal  conveyance  of  all  and  singular  the  premises  sold. 

And  whereas^  the  said  Company  failed  to  pay  the  interest  on 
the  said  bonds  which  fell  due  on  the  first  days  of  January  and 
July,  1859,  on  the  first  days  of  January  and  July,  1860,  and  on 
the  first  days  of  January  and  July,  1861,  and  all  such  interest 
has  remained  in  arrear  for  more  than  three  months,  and  is  still 
unpaid. 

And  whereas^  the  said  John  Ferguson  and  Thomas  E. 
Walker,  grantees  in  trust  as  aforesaid,  have  been  duly  requested 
by  holders  of  bonds  secured  by  the  said  deed  of  trust  or  mort- 
gage, exceeding  in  amount  the  sum  of  one  hundred  thousand 
dollars,  to  enforce  and  exercise  the  powers  of  entry  and  sale 
contained  in  and  conferred  upon  them  by  the  said  deed  of  trust 
or  mortgage. 

And  whereas^  for  the  purpose  of  enforcing  the  rights  of  the 
holders  of  the  bonds  secured  by  the  aforesaid  deed  of  trust  or 
mortgage,  as  well  as  of  the  holders  of  the  bonds  secured  by  the 
several  deeds  of  trust  or  mortgages  creating  prior  liens  upon 
parts  of  the  railroad  and  property  in  the  said  first  mentioned 
deed  of  trust  or  mortgage  described,  a  suit  in  Chancery  was  in- 
stituted in  the  Circuit  Court  of  the  United  States  for  the  North- 
ern District  of  Ohio,  in  which  Charles  Moran  and  others  were 
complainants,  and  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railroad  Company  and  others  were  defendants,  and  in  which 
suit  the  parties  hereto  of  the  first  part  also  became  parties  com- 
plainant ;  and  auxiliary  suits  were  also  instituted  between  the 
same  parties  in  the  Circuit  Courts  of  the  United  States  for  the 
Western  District  of  Pennsylvania,  for  the  District  of  Indiana, 
and  for  the  Northern  District  of  Illinois. 

And  whereas^  at  a  term  of  the  Circuit  Court  of  the  United 
States  for  the  Northern  District  of  Ohio,  begun  and  held  at  the 
City  of  Cleveland,  in  the  said  district,  on  the  12th  day  of  March, 
A.  D.  1861,  in  and  by  a  decree  of  the  said  Court,  entered  June 
lOth,  1861,  in  the  aforesaid  suit,  it  was  adjudged  and  decreed, 


66 

among  other  things,  that  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad  Company  was  in  default  in  respect  to  the  sev- 
eral installments  of  interest  mentioned  in  the  said  decree  upon 
the  aforesaid  bonds,  and  in  respect  to  the  several  installments  of 
interest,  also  mentioned  in  the  said  decree,  upon  bonds  secured 
by  prior  liens.  And  it  was  further  ordered,  adjudged  and  de- 
creed that  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad 
Company  should  pa}^,  on  or  before  the  second  day  of  July  then 
next  following,  the  moneys  so  found  to  be  due  and  unpaid,  and 
that,  unless  the  said  Company  should  so  pay  the  same,  the  pro- 
perty and  effects,  rights  and  franchises  of  the  said  Company  in 
the  said  decree  mentioned,  and  hereinafter  particularly  described, 
should  be  sold  as  in  the  said  decree  ordered  and  directed. 

And  whereas^  decrees  were  also  made  in  the  said  auxiliary 
suits  then  pending  in  the  Circuit  Courts  of  the  United  States  for 
the  Western  District  of  Pennsylvania,  the  District  of  Indiana, 
and  the  Northern  District  of  Illinois,  respectively,  between  the 
same  parties,  in  all  things  adopting  the  said  decree  of  the  Circuit 
Court  for  the  Northern  District  of  Ohio  as  the  decree  of  the  said 
several  Courts  respectively,  in  so  far  as  respects  those  parts  of  the 
said  railroad  and  property  of  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad  Company  in  the  said  decrees  respectively  re- 
ferred to,  which  are  situate  within  the  territorial  jurisdiction  of 
the  said  several  Courts  respectively. 

And  whereas,  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railroad  Company  wholly  failed  to  make  the  said  payments,  de- 
creed to  be  made  as  aforesaid. 

And  whereas,  the  said  Courts  did  further  order  and  direct 
that  all  and  singular  the  said  property  and  effects,  rights  and 
franchises,  should  be  sold  by  the  said  John  Ferguson  and  Thomas 
E.  Walker,  the  grantees  in  trust  of  the  said  mortgage  or  deed  of 
trust,  made  by  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railroad  Company,  bearing  date  on  the  first  day  of  January, 
18.>7,  and  in  said  decree  mentioned,  in  their  said  capacity  of 
Trustees,  and  also  of  Special  Master  Commissioners  of  the  said 
Courts,  and  to  that  end  did,  in  and  by  the  said  decrees,  consti- 
tute and  appoint  the  said  John  Ferguson  and  Thomas  E.  Walker 
Special  Master  Commissioners  in  the  said  suits,  with  full  power 
as  such,  as  well  as  in  their  said  capacity  as  Trustees,  to  execute 
and  carry  into  effect  the  orders  of  sale  then  made  in  and  by  the 
said  decrees  ;  and  further  directed  that  such  sale  should  be  made 


67 

by  public  auction,  at  the  Court-House  of  the  said  Circuit  Court 
of  the  United  States  for  the  Northern  District  of  Ohio,  in  the 
City  of  Cleveland,  in  the  State  of  Ohio,  to  the  highest  bidder  for 
cash  in  hand,  but  not  for  less  than  the  sum  of  five  hundred  thou- 
sand dollars,  after  advertisements  of  the  said  sale  in  three  prin- 
cipal daily  newspapers  printed  in  the  cities  of  l^ew  York,  Al- 
bany, Boston,  Philadelphia,  Pittsburgh,  Baltimore,  Washington 
City,  and  Chicago,  for  not  less  than  twenty  days  ;  the  said  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railroad  Company,  by  resolu- 
tion of  its  Board  of  Directors,  having  assented  to  such  period  of 
notice  as  found  in  and  by  the  said  decrees. 

And  whereas,  in  and  by  the  said  decrees,  it  was  further 
adjudged  and  decreed,  that  upon  confirmation  by  the  Court  of  the 
said  sale,  so  to  be  made  as  aforesaid,  in  pursuance  thereof,  the 
purchaser  or  purchasers,  upon  full  compliance  with  the  condi- 
itons  of  sale,  and  the  orders  of  the  Court,  made  or  thereafter  to 
be  made  in  the  said  cause,  touching  the  payment  of  the  said  pur- 
chase money,  should  be  entitled  to  take  and  hold,  and  the  same 
again  to  sell,  or  otherwise  dispose  of  at  pleasure,  all  of  the  said 
property,  rights,  franchises  and  the  appurtenances  thereof,  by  the 
said  decree  so  as  aforesaid  ordered  to  be  sold,  by  the  same  title  by 
which  the  same  were,  at  any  time  before  said  sale,  owned,  claimed, 
or  held  by  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Bail- 
road  Company,  and  by  each  and  all  of  the  said  original  railroad 
companies  which  were  consolidated  into  the  said  Pittsburgh,  Fort 
Wayne  and  Chicago  Railroad  Company,  free  and  discharged 
from  the  lien  of  each  and  all  of  the  mortgages,  in  the  said  decree 
mentioned,  made  by  the  said  consolidated  company,  and  the  said 
original  companies,  severally,  and  free  and  discharged  from  all 
liability  for  any  debt  or  debts,  claim  or  claims,  of  whatsover 
name  or  nature,  in  behalf  of  any  and  all  persons,  against  said 
consolidated  and  original  companies,  or  any  of  them,  and  from 
the  claims  of  all  persons  for  or  on  account  of  capital  stock  now 
held  or  claimed  in  any  of  said  companies  ;  but  subject,  neverthe- 
less, to  the  lien,  if  any  such  exists,  in  behalf  of  any  vendor  or 
former  owner  thereof,  upon  any  real  estate  included  in  said  sale, 
for  purchase  money  of  such  real  estate,  not  otherwise  provided 
to  be  paid,  by  the  said  decree,  out  of  the  proceeds  of  such  sale,  or 
otherwise,  by  the  former  orders  made  in  the  said  cause,  including 
the  rights  of  way  and  depot  grounds,  and  lots  and  premises,  pur- 
chased since  the  pendency  of  the  said  suit  by  the  agency  of  the 


68 


Receiver  in  the  said  causes,  in  the  city  and  vicinity  of  Chicago, 
and  subject,  as  to  so  much  of  the  said  railroad  lying  between 
the  Federal  street  station,  in  Alleghany  City,  in  the  State  of 
Pennsylvania,  and  the  passenger  depot  of  the  Pennsylvania  Rail- 
road, in  Liberty  street,  in  Pittsburgh  City,  in  said  State,  and  of 
the  other  property  connected  therewith,  as  is  embraced  within  a 
certain  mortgage,  made  by  the  Ohio  and  Pennsylvania  Railroad 
Company  to  Thomas  Firth,  of  the  City  of  Philadelphia,  and 
Reuben  Miller,  Jr.,  of  the  City  of  Pittsburgh,  bearing  date  May 
6th,  1856,  to  the  lien  created  by  the  said  last-mentioned  mort- 
gage. 

And  whereas,  pursuant  to  the  said  decrees,  orders  were  duly 
issued  by  the  said  Courts  to  the  said  John  Ferguson  and  Thomas 
E.  Walker,  embodying  so  much  of  the  said  decrees,  in  substance, 
as  relates  to  the  duties  of  the  said  Trustees  and  Special  Master 
Commissioners,  and  directing  and  requiring  them  to  carry  the 
same  into  execution. 

And  whereas,  in  conformity  with  the  sa^'d  orders,  the  said 
John  Ferguson  and  Thomas  E.  Walker,  in  their  capacity  as 
grantees  in  trust  of  the  said  deed  of  trust  or  mortgage  made  by 
the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company, 
and  as  Special  Master  Commissioners  as  aforesaid,  caused  the 
said  property  and  effects,  rights  and  franchises,  hereinafter  men- 
tioned and  described,  to  be  advertised  in  the  manner  and  for  the 
period  directed  by  the  said  decrees  and  ordei-s  of  sale,  respective- 
ly, to  be  sold  as  an  entirety. 

And  whereas,  the  said  John  Ferguson  and  Thomas  E.  Walker, 
Trustees  and  Special  Master  Commissioners  as  aforesaid,  and 
parties  of  the  first  part  to  these  presents,  in  pursuance  of  the  said 
deed  of  trust  or  mortgage,  and  of  the  power  of  sale  therein  con- 
tained, and  of  the  said  decrees  and  orders  of  the  said  Courts,  did, 
on  the  24th  day  of  October,  A.  D.  1861,  expose  for  sale  at  pub- 
lic auction,  at  the  Court-House  of  the  Circuit  Court  of  the  United 
States  for  the  Northern  District  of  Ohio,  in  the  City  of  Cleve- 
land, in  the  State  of  Ohio,  the  said  railroad  property  and  effects, 
rights  and  franchises  hereinafter  particularly  described,  at  which 
sale  the  said  property  and  effects,  rights  and  franchises  were 
struck  off  to  the  said  parties  of  the  second  part  to  these  presents 
for  the  sum  of  two  millions  of  dollars,  that  being  the  highest 
and  best  bid  therefor. 

And  whereas,  in  and  by  the  said  decree,   the  said  Circuit 


69 

Court  of  the  United  States  for  the  Northern  District  of  Ohio  did 
further  order  that  the  purchase  money  so  bid  by  said  purchasers 
be  paid  into  the  hands  of  William  B.  Ogden,  in  his  capacity 
of  Receiver  in  the  said  cause,  to  be  by  him  held,  applied,  dis- 
bursed and  paid  over  as  by  the  said  Court  he  should  be  ordered 
and  required. 

And  wherms,  it  was  made  to  appear  to  the  said  Court,  that 
"the  said  purchasers  had  psrid  to  the  said  Receiver  the  said  pur- 
chase money  by  them  bid  as  aforesaid,  in  conformity  with  the 
terms  of  the  said  order. 

And  whereas^  the  said  John  Ferguson  and  Thomas  E.  Walker, 
grantees  in  trust  and  Special  Master  Commissioners  as  afore- 
said, did,  on  the  said  24th  day  of  October,  1861,  return  the  said 
order  of  sale,  with  tlieir  report  of  their  proceedings  had  in  pur- 
suance thereof  thereto  annexed,  to  tlie  said  Circuit  Court  of  the 
United  States  for  the  Northern  District  of  Ohio,  and  have  also 
returned  the  said  orders  of  sale  made  in  the  said  auxiliary  causes 
to  the  said  several  Courts  named  in  said  orders  respectively,  to- 
gether with  their  reports  of  their  proceedings  had  in  pursuance 
thereof,  thereto  annexed  respectively. 

And  whereas^  upon  said  report  returned  to  the  said  Circuit 
Court  of  the  United  States  for  the  Northern  District  of  Ohio, 
the  said  Court,  having  inspected  said  report  and  the  proceedings 
of  said  grantees  in  trust  and  Special  Master  Commissioners,  did 
find,  in  and  by  a  decree  entered  October  24th,  1861,  in  the  said 
cause,  that  the  sale  and  proceedings  were  in  all  things  had  and 
made  according  to  law,  and  in  conformity  with  the  order  and  de- 
cree of  the  said  Court  in  that  behalf,  and  did  approve  and  con- 
firm the  same  ;  and  upon  the  said  reports  returned  in  the  said 
several  auxiliary  causes,  respectively,  the  said  Circuit  Courts  for 
the  Western  District  of  Pennsylvania,  for  the  District  of  Indi- 
ana, and  for  the  Northern  District  of  Illinois,  did  also  find  that 
the  said  sale  and  proceedings  were  in  all  things  had  and  made 
according  to  law,  and  in  conformity  with  the  orders  and  decrees 
of  the  said  several  Courts,  respectively,  in  that  behalf,  and  did  in 
like  manner  approve  and  confirm  the  same. 

And  whereas^  it  was  further  ordered  by  the  said  Courts,  in 
and  by  the  said  decrees,  that  the  said  Special  Master  Commis- 
sioners and  Trustees,  in  their  said  several  capacities,  should  con- 
vey the  said  property  and  franchises  to  said  purchasers  upon 


70 

their  request,  in  conformity  with  the  former  orders  of  the  said 
Courts  in  the  premises. 

And  whereas,  the  said  purchasers  have  duly  requested  the 
said  Trustees  and  Special  Master  Commissioners,  in  their  said 
several  capacities,  to  convey  the  said  property  and  franchises  to 
the  said  purchasers,  in  conformity  with  the  said  orders. 

Now  THEREFORE,  THIS  INDENTURE  WITNESSETH,  That  the  Said  John 

Ferguson  and  Thomas  E.  Walker,  parties  of  the  first  part  to  these 
presents,  in  their  several  capacities  as  Trustees  and  as  Special 
Master  Commissioners  as  aforesaid,  in  order  to  carry  into  effect  the 
said  sale  so  made  as  aforesaid,  in  pursuance  of  the  power  of  sale 
and  of  the  decrees  and  orders  above  mentioned,  and  in  consider- 
ation of  the  premises,  and  of  the  sura  of  one  dollar,  to  them  in 
hand  paid  by  the  said  parties  of  the  second  part  hereto,  the  re- 
ceipt whereof  is  hereby  acknowledged,  have  granted,  bargained 
and  sold,  and  by  these  presents  do  grant,  bargain,  sell  and  convey 
unto  the  said  James  F.  D.  Lanier,  Samuel  J.  Tilden,  Louis  H. 
Meyer,  John  Edgar  Thomson  and  Samuel  Hanna,  the  parties  of 
the  second  part,  as  joint  tenants,  and  not  as  tenants  fu  common, 
and  to  the  survivors  and  survivor  of  the  said  partissof  the  second 
part,  and  to  the  heirs  and  assigns  of  such  survivors  and  survivor, 
all  and  singular  the  railroad  of  the  said  Pittsburgh,  Fort  Wayne 
and  Chicago  Railroad  Company,  including  the  right  of  way  there- 
for, the  road-bed  thereof,  the  superstructures  of  all  sorts  thereon, 
its  water  and  other  station-houses  and  shops,  and  the  lands  and 
grounds  connected  therewith,  and  all  tools  and  implements  used 
or  provided  to  be  used  tlierein  and  in  constructing  and  repairing 
cars  and  machinery  for  said  road  or  the  tracks  and  superstructures 
aforesaid,  all  turn-tables,  all  depots  and  buildings,  and  fixtures 
and  structures  of  whatever  name  or  nature,  and  the  lands  and 
grounds  connected  therewith,  used  or  provided  to  be  used  in  op- 
erating said  road,  and  wherever  situate,  and  all  cars,  engines  and 
rolling  stock  belonging  to  the  said  Company,  and  all  supplies  of 
timber,  lumber,  iron,  fuel  and  other  things  provided  by  said  Com- 
pany, and  by  the  original  companies  severally,  which  are  consol- 
idated into  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Rail- 
road Company,  to  be  used  in  operating  said  road,  wherever  situ- 
ate, by  the  same  title  by  which  the  same  were  bolden  by  said  Com- 
pany and  by  the  said  original  companies  se\erally,  together  with 
all  corporate  franchises  of  said  Company  and  of  the  said  original 
companies  severally,  including  the  right  and  franchise  of  said  sev- 


eral  companies  to  be  and  act  as  a  corporation.  And  also  all  and 
singular  the  property  of  every  name  and  nature,  and  all  rights, 
privileges  and  franchises  conveyed  by  or  embraced  within  the  said 
mortgage  or  deed  of  trust  made  by  the  said  Pittsburgh,  Fort 
Wayne  and  Chicago  Railroad  Company  to  the  said  John  Ferguson 
and  Thomas  E.  Walker,  which  the  said  parties  of  the  first  part,  as 
Trustees  under  and  by  virtue  of  the  said  deed  or  mortgage,  might 
or  could  lawfully  or  rightfully  sell  and  convey  ;  together  with 
all  and  singular  the  tenements,  hereditaments  and  appurtenances 
thereunto  belonging  or  in  anywise  appertaining,  and  the  reversions, 
remainders,  tolls,  incomes,  rents,  issues  and  profits  thereof ;  and 
also  all  the  estate,  right,  title,  interest,  property,  possession,  claim 
and  demand  whatsoever,  as  well  in  law  as  in  equity,  of  the  said 
parties  of  the  first  part  of,  in  and  to  the  same,  and  any  and  every 
part  thereof,  with  the  appurtenances ;  subject,  nevertheless,  as  to 
so  much  of  the  said  railroad  lying  between  the  Federal  street  sta- 
tion in  Alleghany  City,  in  the  State  of  Pennsylvania,  and  the 
passenger  depot  of  the  Pennsylvania  Railroad,  on  Liberty  street, 
in  Pittsburgh  City,  in  said  State,  and  of  the  other  property  con- 
nected therewith  as  is  embraced  within  a  certain*  mortgage  made 
by  the  Ohio  and  Pennsylvania  Railroad  Company  to  Thomas 
Firth  of  the  City  of  Philadelphia,  and  Reuben  Miller,  Jr.,  of  the 
City  of  Pittsburgh,  bearing  date  May  6th,  1856,  to  the  lien  created 
by  the  said  mortgage ;  and  subject,  also,  as  to  the  rights  of  way, 
depot  grounds,  lots  and  premises  in  the  city  and  vicinity  of  Chi- 
cago, purchased  since  the  pendency  of  the  said  suit,  in  which 
Charles  Moran  and  others  are  complainants,  and  the  said  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railroad  Company  and  others 
are  defendants  as  aforesaid,  by  the  agency  of  the  Receiver  in  the 
said  causes,  to  the  lien  of  the  vendors  for  the  purchase  money  of 
the  same  ;  and  subject,  also,  as  to  any  real  estate  included  in  the 
aforesaid  sale  by  the  said  Trustees  and  Master  Commissioners  to 
the  lien,  if  any  such  exists,  of  any  vendor  or  former  owner  of 
said  real  estate  not  otherwise  provided  to  be  paid  by  the  decrees 
or  orders  in  the  said  causes. 

To  have  and  to  hold  the  same,  with  the  appurtenances,  sub- 
ject, as  aforesaid,  unto  the  said  parties  of  the  second  part,  as  joint 
tenants,  and  not  as  tenants  in  common ;  and  to  the  survivors  and 
survivor  of  the  said  parties  of  the  second  part,  and  to  the  heirs 
and  assigns  of  such  survivors  and  survivor,  to  the  only  proper  use, 
and  benefit,  and  behoof  of  the  said  parties  of  the  second  part,  and 


72 

of  the  survivors  and  survivor  of  the  said  parties,  and  of  the  heirs 
and  assigns  of  such  survivors  and  survivor,  forever,  as  fully  and 
completely  as  the  said  parties  of  the  first  part*,  by  virtue  of  the  said 
deed  of  trust  or  mortgage,  held,  and  by  virtue  of  their  powers  as 
Trustees  under  the  said  deed,  and  as  Special  Master  Commissioners, 
as  aforeeaid,  can,  or  could,  sell  and  convey  the  said  premises, 
property  and  franchises,  and  not  otherwise. 

In  witness  whereof,  the  said  parties  of  the  first  part 
have  hereunto  set  their  hands  and  seals  the  day  and 
year  first  above  written, 

JOHN  FEEGUSON.  [l.  s.] 

Trustee  and  Special  Master  Commissioner. 

THOMAS  E.  WALKER  [l;  s.] 
Trustee  and  Special  Master  Commissioner. 

Signed,  sealed   and  delivered  I 
in  the  presence  of —  \ 

John  Kankin,  Jr.,  and 
James  Farrelly. 

State  of  New  York,  ) 

City  and  County  of  New  Yorlc.  j 

Be  it  remembered,  that  on  this  18th  day  of  February,  in  the 
year  one  thousand  eight  hundred  and  sixty-two,  before  me,  John 
A.  Weeks,  a  Commissioner,  resident  in  the  City  of  New  York, 
duly  commissioned  and  qualified  by  the  executive  authority,  and 
under  the  laws  of  the  State  of  Pennsylvania,  to  take  the  acknowl- 
edgment of  deeds,  &c.,  to  be  used  or  recorded  therein,  personally 
appeared  the  above  named  John  Ferguson  and  Thomas  E.  Walker, 
severally  personally  known  to  me,  and  in  due  form  of  law  sever- 
ally acknowledged  the  above  indenture  to  be  their  act  and  deed 
respectively,  and  severally  desired  that  the  same  might  be  re- 
corded as  such. 

In  testimony  wehreof,  I  have  hereunto  set  my  hand  and 
affixed  my  official  seal,  the  day  and  year  aforesaid. 

[seal.]  JOPIN  a  weeks, 

Commissioner  of  Pennsylvania  for 
State  of  New  York. 


73 

State  of  New  York,  ) 

City  and  County  of  New  York.  \  ^^  * 

Be  it  remembered,  that  on  the  18th  day  of  February,  in  the 
y  ear  one  thousand  eight  hundred  and  sixty-two,  before  me,  the  un 
dersigned,  John  A.  Weeks,  a  Commissioner,  resident  in  the  City 
of  New  York,  duly  commissioned  and  qualified  by  the  executive 
authority,  and  under  the  laws  of  the  State  of  Ohio,  to  take  the 
acknowledgment  of  deeds,  &c.,  to  be  used  or  recorded  therein, 
personally  appeared  John  Ferguson  and  Thomas  E.  Walker, 
above  named,  and  severally  acknowledged  the  signing  and  seal- 
ing of  the  foregoing  conveyance  to  be  their  voluntary  act  and 
deed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and 
aifixed  my  official  seal,  the  day  and  year  aforesaid. 

[seal.]  JOHN  A.  WEEKS, 

Commissioner  of  Ohio  for  State  of  New  York. 


State  of  New  York,  )      . 

City  and  County  of  New  York,  f 

Be  it  remembered,  that  on  the  18th  day  of  February,  in  the 
year  one  thousand  eight  hundred  and  sixty-two,  before  me,  the 
undersigned,  John  A.  Weeks,  a  Commissioner,  resident  in  the 
City  of  New  York,  duly  commissioned  and  qualified  by  tlie  execu. 
tive  authority,  and  under  the  laws  of  the  State  of  Indiana,  to  take 
the  acknowledgment  of  deeds,  &c.,  to  be  used  or  recorded  there- 
in, personally  appeared  John  Ferguson  and  Thomas  E.  Walker, 
the  grantors  in  the  foregoing  deed,  and  severally  acknowledged 
the  execution  of  the  same. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and 
affixed  my  official  seal  the  day  and  year  aforesaid. 

[seal.]  JOHN  A.  WEEKS, 

Commissioner  of  Indiana  for  State  of  New  York, 


State  of  New  York,  ) 

City  and  County  of  New  York.  \ 

Be  it  remembered,  that  on  this  18th  day  of  February,  in  the 
year  one  thousand  eight  hundred  and  sixty-two,  before  me,  the 


74 

subscriber,  George  H.  Forster,  a  Notary  Public  for  the  State  of  Kew 
York,  residiug  in  the  City  of  New  York,  duly  commissioned  and 
sworn,  personally  appeared,  in  the  said  City  of  New  York,  John 
Ferguson  and  Thomas  E.  Walker,  whose  signatures  appear  to  the 
foregoing  deed,  and  who  are  severally  personally  known  to  me 
to  be  the  real  and  same  persons  described  in  and  who  executed 
the  foregoing  indenture,  and  whose  names  are  subscribed  to  said 
deed  as  having  executed  the  same,  and  severally  acknowledged 
the  same  to  be  their  free  act  and  deed,  and  that  they  executed 
the  same. 

In  witness,  I  have  hereunto  set  my  hand  and  affixed 
my  official  seal  the  day  and  year  aforesaid. 

[8EAL.1  GEO.  HENRY  FORSTER, 

Notary  Public. 


State  of  New  York, 

ss 


.! 


City  and  County  of  New  York. 

I,  Henry  W.  Genet,  Clerk  of  the  City  and  County  of  New 
York,  and  also  Clerk  of  the  Supreme  Court  for  the  said  city  and 
county,  the  same  being  a  Court  of  Record,  do  hereby  certify, 
that  Geo.  Henry  Forster,  whose  name  is  subscribed  to  the  cer- 
tificate of  the  proof  or  acknowledgment  of  the  annexed  instru- 
ment, and  thereon  written,  was,  at  the  time  of  taking  such  proof 
or  acknowledgement,  a  Notary  Public  in  and  for  the  State  of 
New  York,  dwelling  in  the  said  city,  commissioned  and  sworn,  and 
duly  authorized  to  take  the  same ;  and  further,  that  I  am  well 
acquainted  with  the  handwriting  of  such  Notary  Public,  and 
verily  believe  that  the  signature  to  the  said  certificate  of  proof 
or  acknowledgement  is  genuine. 

I  further  certify  that  said  instrument  is  executed  and  ac- 
knowledged according  to  the  law  of  the  State  of  New  York. 

In  testimony  whereof,  I  have  hereunto  set  my  hana 
and  affixed  [the  seal  of  the  said  Court  and  County, 
the  24th  day  of  February,  1862. 

[seal.]  H.  W.  GENET, 

Cl&rh. 


76 

2. DEED  OF  FOEMEK  RAILROAD  COMPANY,  PURSUANT  TO  ORDEK 

OF  COURT. 

This  Indenture,  made  this  twenty-fifth  day  of  February,  in 
the  year  of  our  Lord  one  thousand  eight  hundred  and  sixty-two, 
by  and  between  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railroad  Company,  of  the  first  part,  and  James  F.  D.  Lanier, 
Samuel  J.  Tilden,  Louis  L[.  Meyer,  of  the  City  and  State  of 
New  York,  John  Edgar  Thomson,  of  the  City  of  Philadelphia 
and  State  of  Pennsylvania,  and  Samuel  Hanna,  of  the  town  of 
Fort  Wayne  and  State  of  Indiana,  of  the  second  part. 

WITNESSETH,  whcrcas,  in  a  cause  in  Chancery,  depending  in 
the  Circuit  Court  of  the  United  States  for  the  Northern  District 
of  Ohio,  wherein  Charles  Moran  and  others  are  complainants, 
and  The  Ohio  and  the  Pennsylvania  Railroad  Company  and 
others  are  defendants,  the  said  Court  ordered  and  decreed  that 
the  Special  Master,  Commissioners  and  Trustees  named  in  said 
order  and  decree  should  sell,  in  the  manner  therein  provided, 
the  following  described  property  and  effects,  to  wit :  The  rail- 
road of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad 
Company,  including  the  right  of  way  therefor,  the  road  thereof, 
the  superstructure  of  all  sorts  thereon,  its  water  and  other  station- 
houses  and  shops,  and  the  lands  and  grounds  connected  there- 
with, and  all  tools  and  implements  used  or  provided  to  be  used 
therein,  and  in  constructing  and  repairing  cars  and  machinery 
for  such  road,  or  the  track  and  superstructures  aforesaid  ;  all 
turn-tables,  all  depots  and  buildings,  and  fixtures,  and  struc- 
tures, of  whatever  name  or  nature,  and  the  lands  and  grounds 
connected  therewith,  used  or  provided  to  be  used  in  operat- 
ing said  road  and  belonging  thereto,  and  wherever  situate,  and 
all  cars,  engines  and  rolling  stock  belonging  to  wsaid  Company, 
and  all  supplies  of  timber,  lumber,  iron,  fuel  and  every  other  thing 
provided  by  said  Company,  or  by  the  several  original  companies 
which  were  consolidated  into  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad  Company,  to  be  used  in  operating  said  road, 
wherever  situate,  by  the  same  title  by  which  the  same  are  holden 
by  said  Company,  or  by  said  original  companies  severally, 
together  with  all  corporate  franchises  of  said  Company,  and  of 
the  said  original  companies  severally,  including  the  right  and 
franchise  of  said  several  companies,  to  be  an  act,  as  a  corporation, 
to  be  sold  as  an  entirety  ;  and 


76 

Wkerea^^  The  Circuit  Court  of  the  United  States  for  the 
Western  District  of  Pennsylvania,  the  Circuit  Court  of  the  United 
States  for  the  District  of  Indiana,  and  the  Circuit  Court  of  the 
United  States  for  the  Northern  District  of  Illinois,  in  causes  pend- 
ing in  said  Courts  respectively,  which  were  and  are  auxiliary 
to  said  cause  first  above  mentioned,  adopted  said  order  and  decree 
above-mentioned,  as  to  so  much  of  said  premises  as  are  situate  in 
said  districts  respectively,  and  did  order  the  same  to  be  sold  by 
the  same  persons,  and  at  the  same  lime  and  place,  and  in  the  same 
manner,  as  was  provided  by  said  decree  first  above  mentioned,  in 
respect  of  the  whole  of  said  premises  ;  and 

Whereas^  The  said  decrees,  and  each  thereof,  provided  further, 
that  upon  full  payment  of  the  purchase  money,  and  compliance 
with  the  terms  of  their  purchase  by  said  purchasers,  to  be  found 
by  the  further  order  of  the  Court  to  be  made  in  the  premises,  the 
said  Special  Masters  Commissioners  and  Trustees,  in  their  several 
capacities,  or  the  survivor  of  them,  shall  by  deed,  to  be  executed 
in  such  form  as  may  be  proper  to  convey  real  estate  in  the  said 
several  States  of  Pennsylvania,  Ohio,  Indiana  and  Illinois,  convey 
the  premises  to  be  sold  to  the  purchasers,  their  heirs,  successors  or 
assigns,  and  thereupon,  also,  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Eailroad  Company  shall,  by  like  deed,  convey  and  con- 
firm said  premises  to  said  purchasers,  their  heirs,  successors  or 
assigns ;  and 

Whereas^  All  said  premises  above  described,  under  and  pur- 
suant to  said  decrees,  and  in  conformity  thereto,  were  on  tlie  24th 
day  of  October,  A.  D.  1861,  sold  by  said  Trustees  and  Special 
Master  Commissioners  to  the  said  James  F.  D.  Lanier,  Samuel 
J.  Tilden,  Louis  H.  Meyer,  John  Edgar  Thomson  and  Samuel 
Hanna ;  and 

Whereas^  it  has  been  found  by  the  further  order  of  said 
Circuit  Court  of  the  United  States  for  the  Northern  Dis- 
trict of  Ohio,  made  in  said  cause  first  above  mentioned,  that  said 
purchasers  have  made  full  payment  of  the  purchase  money  of 
said  premises,  and  in  all  things  complied  with  terms  of  the  said 
purchase : 

Now^  in  obedience  to  the  requirement  of  said  orders 
and  decrees,  and  in  consideration  of  the  sum  of  one  dollar 
paid  by  the  parties  of  the  second  part  to  the  said  party  of  the 
first  part,  receipt  whereof  is  hereby  acknowledged,  the  said 
Pittsburgh,  Fort  Wayne  aAd  Chicago  Kailroad  Company,  party 


77 

of  the  first  part,  as  aforesaid,  hath  granted,  bargained  and  sold, 
and  doth  hereby  grant,  bargain  and  sell,  convey  and  confirm 
unto  the  said  James  F.  D.  Lanier,  Samuel  J.  Tilden,  Louis  H. 
Meyer,  John  Edgar  Thomson  and  Samuel  Hanna,  and  to  their 
heirs  and  assigns,  all  and  singular  the  premises,  property  and  ef- 
fects aforesaid  of  every  kind  and  description,  and  of  every  name 
and  nature  whatsoever,  so  sold  as  aforesaid  to  the  said  parties,  of 
the  second  part,  as  aforesaid,  to  have  and  to  hold  the  same  to  the 
only  and  proper  use,  benefit  and  behoof  of  them,  the  said  par- 
ties of  the  second  part,  and  to  the  survivor  and  survivors  of 
them,  as  joint  tenants,  and  not  as  tenants  in  common,  to  their 
heirs  and  assigns  of  such  survivor  for  ever. 

In  witness  whereof^  the  President  of  the  said  Pittsburgh,  Fort 
Wayne  and  Chicago  Railroad  Company,  party  of  the  first  part 
as  aforesaid,  pursuant  to  an  order  of  said  Company  to  that  pur- 
pose duly  made  and  recorded  on  the  24th  day  of  October,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  sixty-one,  hath 
hereunto  subscribed  his  name  ofiicially,  and  caused  the  corporate 
seal  of  the  said  Company  to  be  hereunto  afiixed  the  day  and  year 
first  above  written. 

G.  W.  CASS, 

i  -R  ^f^^  /J   \  President  Pittsburgh^  Fort  Wayne 


Company. )  and  Chicago  Railroad  Co. 

W.  H.  Barnes, 

Secretary, 

Signed,  sealed,  acknowledged  and  ) 

I       delivered  in  presence  of  j 

J.  P.  Henderson  and 
Th.  D.  Messlee. 


3.— THE  FIRST  MORTGAGE. 


This  Indenture,  made  this  first  day  of  March,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-two,  between 
James  F.  D.  Lanier,  Samuel  J.  Tilden  and  Louis  H.  Meyer,  of 
the  City  and  State  of  Kew  York,  J.  Edgar  Thomson,  of  the  City 
of  Philadelphia  and  State  of  Pennsylvania,  and  Samuel  Hanna, 
of  the  town  of  Fort  Wayne  and  State  of  Indiana,  of  the  first  part 
and  John  Ferguson  and  Samuel  J.  Tilden,  of  the  City  and  State 
of  New  York,  of  the  second  part,  witnesseth : 


78 

Whereas^  the  Pittsburgh,  Fort  Wayne  and  Chicago  Eailway 
Company  is  vested  with  franchises  to  be  a  corporation,  granted 
to  the  said  Company  by  the  States  of  Pennsylvania,  Illinois  and 
Indiana,  respectively,  and  has  become  duly  organized  as  a  cor- 
poration, in  conformity  to  the  provisions  of  the  said  grants,  with 
capacity,  in  its  corporate  character,  to  take,  hold  and  exercise 
other  franchises,  and,  particularly,  with  capacity  to  acquire,  hold, 
maintain  and  operate  the  continuous  railway  extending  from 
Pittsburgh,  in  the  Statf3  of  Pennsylvania,  to  Chicago,  in  the  State 
of  Illinois,  commonly  known  as  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad,  together  with  its  equipments  and  appurte- 
nances ; 

And  whereas^  the  said  Company  has  agreed  with  the  parties 
of  the  first  part  to  buy  the  aforesaid  railway,  and,  in  evidence  of 
a  portion  of  the  consideration  for  the  same,  has  made  and  de- 
livered to  the  parties  of  the  first  part  its  bonds,  amounting  in  the 
aggregate  to  the  sum  of  five  millions  and  two  hundred  and  fifty 
thousand  dollars,  all  of  which  bonds  bear  date  on  the  first  day  of 
March,  in  the  year  one  thousand  eight  hundred  and  sixty-two. 
and  are  payable  at  the  office  or  agency  of  the  said  Company,  in 
the  City  of  New  York,  upon  the  first  day  of  July,  in  the  year 
one  thousand  nine  hundred  and  twelve,  and  are  redeemable,  at 
the  option  of  the  Company,  at  any  time  after  the  first  day  of 
July,  one  thousand  eight  hundred  and  sixty-seven,  on  any  day  on 
which  a  half-yearly  instalment  of  interest  shall  fall  due,  and  are 
convertible,  at  the  option  of  the  holders  thereof,  upon  any  such 
day,  into  bonds,  to  be  issued  and  secured  in  the  same  manner  as 
the  said  bonds,  but  bearing  interest  at  the  rate  of  six  per  cent., 
and  irredeemable,  except  by  a  sinking  fund  of  one  per  cent.,  per 
annum,  on  the  whole  amount  of  the  said  six  per  cent,  bonds  which 
shall  have  been  issued,  to  be  reserved  and  applied  in  the  manner 
hereinafter  specified ;  all  of  which  bonds  originally  issued,  as  afore- 
said, bear  interest  at  the  rate  of  seven  per  centum,  per  annum, 
payable  semi-annually  at  the  office  or  agency  of  the  said  Com- 
pany, in  the  City  of  New  York ;  of  which  bonds  six  hundred  and 
fifty,  numbered,  consecutively,  from  1  to  650,  inclusively,  are  each 
of  one  thousand  dollars,  and  four  hundred  and  fifty,  numbered, 
consecutively,  from  651  to  1,100,  inclusively,  are  each  for  five 
hundred  dollars ;  and  the  interest  on  all  of  which  said  eleven  hun- 
dred bonds  is  payable  on  the  first  days  of  January  and  July,  in  each 
year;  six  hundred  and  fifty,  numbered, consecutively,  from  1,101 


79 

to  1,750,  inclusively,  are  eacli  for  one  thousand  dollars,  and  four 
hundred  and  fifty,  numbered,  consecutively,  from  1,751  to  2,200, 
inclusively,  are  each  for  five  hundred  dollars  ;  and  the  interest  on 
which  said  eleven  hundred  bonds  is  payable  on  the  first  days  of 
February  and  August,  in  each  year;  six  hundred  and  fifty,  num- 
bered, consecutively,  from  2,201  to  2,850,  inclusively,  are  each  for 
one  thousand  dollars,  and  four  hundred  and  fifty,  numbered,  con- 
secutively, from  2,851  to  3,300,  inclusively,  are  each  for  ^ve  hun- 
dred dollars,  and  the  interest  on  all  of  which  said  eleven  hundred 
bonds  is  payable  on  the  first  days  of  March  and  September,  in 
each  year ;  six  hundred  and  fifty,  numbered,  consecutively,  from 
3,301  to  3,950,  inclusively,  are  each  for  one  thousand  dollars,  and 
four  hundred  and  fifty,  numbered,  consecutively,  from  3,951  to 
4,400,  inclusively,  are  each  for  five  hundred  dollars,  and  the  interest 
on  all  of  which  said  eleven  hundred  bonds  is  payable  on  the  first 
days  of  April  and  October,  in  each  year ;  six  hundred  and  fifty,  num- 
bered, consecutively,  from  4,401  to  5,050,  inclusively,  are  each  for 
one  thousand  dollars,  and  four  hundred  and  fifty,  numbered,  con- 
secutively, from  5,051  to  5,500,  inclusively,  are  each  for  five  hun- 
dred dollars,  and  the  interest  on  all  of  which  said  eleven  hundred 
bonds  is  payable  on  the  first  days  of  May  and  November,  in  each 
year ;  six  hundred  and  fifty,  numbered,  consecutively,  from  5,501 
to  6,150,  inclusively,  are  each  for  one  thousand  dollars,  and  four 
hundred  and  fifty,  numbered,  consecutively,  from  6,151  to  6,600, 
inclusively,  are  each  for  five  hundred  dollars :  and  the  interest  on 
all  of  which  said  eleven  hundred  bonds  is  payable  on  the  first 
days  of  June  and  December,  in  each  year : — all  of  which  six 
thousand  and  six  hundred  bonds  are  in  the  form  following 

No.  UNITED  STATES  OF  AMERICA.  $ 

States  of  Pennsylvania,  Ohio,  Indiana  and  Illinois. 

PITTSBURGH,  FORT  WAYNE  AND  CHICAGO  RAIL- 
WAY COMPANY. 

First  Mortgage  Bond. 

Know  aU  ?nen  hy  these  presents,  that  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company  are  indebted  to  John 
Ferguson  and  Samuel  J.  Til  den,  of  the  City  of  New  York,  or 
bearer,  in  the  sum  of  dollars,  lawful  money  of  the 

United  States  of  America,  which  the  said  Company  promises  to 


8G 

pay  to  the  said  John  Ferguson  and  Samuel  J.  Tilden,  or  to  the 
bearer  hereof,  on  the  first  day  of  July,  in  the  year  one  thousand 
nine  hundred  and  twelve,  at  the  office  or  agency  of  the  said  Com- 
pany, in  the  City  of  'New  York,  with  the  interest  thereon,  at  the 
rate  of  seven  per  centum  per  annum,  payable  semi-annually,  at 
the  said  office  or  agency  in  the  City  of  New  York,  on  the  first 
days  of  and  in  each  year,  on  the  pre- 

sentation and  surrender  of  the  annexed  coupons,  as  they  severally 
become  due ;  and  in  case  of  the  non-payment  of  any  half-yearly 
instalment  of  interest,  which  shall  have  become  payable,  and  shall 
have  been  demanded ;  if  such  default  shall  continue  for  tliree 
months  after  the  maturity  of  the  said  instalment,  the  principal 
of  this  bond  shall  become  due  in  the  manner  and  with  the  effect 
provided  in  the  deed  of  trust  hereinafter  mentioned.  But  it  is 
hereby  provided,  that,  at  any  tipie  after  the  first  day  of  July,  one 
thousand  eight  hundred  and  sixty-seven,  the  said  Company,  on 
any  day  on  which  a  half-yearly  instalment  of  interest  shall  fall 
due,  may,  at  their  option,  redeem  at  par  the  principal  of  this 
bond.  And  it  is  further  agreed,  that  this  bond  is  convertible,  at 
the  option  of  the  holder,  upon  any  day  upon  which  any  such  in- 
stalment of  interest  shall  become  payable,  into  a  bond,  to  be 
issued  and  secured  in  the  same  manner  as  this  bond,  but  bearing 
interest  at  the  rate  of  six  per  cent,  and  irredeemable  except 
by  a  sinking  fund  of  one  per  cent.,  per  annum,  on  the  whole 
amount  of  the  said  six  per  cent,  bonds  which  shall  have  been 
issued,  to  be  reserved  and  applied  in  the  manner  specified  in  the 
said  deed  of  trust. 

"  This  bond  is  one  of  a  series  of  eleven  hundred  bonds  :  six 
hundred  and  fifty  for  one  thousand  dollars  each,  and  four  hun- 
dred and  fifty  for  five  hundred  dollars  each  ;  which,  with  ^we 
other  series  of  the  like  number  and  denominations,  form  an  issue 
of  sixty-six  hundred  bonds,  numbered  from  one  to  sixty-six  hun- 
dred, inclusively,  and  amounting  in  the  aggregate  to  five  millions 
and  two  hundred  and  fifty  thousand  dollars,  all  bearing  date  on 
the  first  of  March,  1862,  and  all  of  like  tenor,  except  that  the 
coupons  of  the  six  several  series  mature  on  the  first  days  of  the 
six  successive  months  of  each  half  year ;  and  the  payment  of 
all  of  which  bonds  is  secured  by  a  deed  of  trust  dated  the 
first  day  of  March,  1862,  duly  executed  and  delivered  by  James 
F.  D.  Lanier,  Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar 
Thomson,  and  Samuel  Hanna,  to  John  Ferguson  and  Samuel  J. 


81 

Tilden,  trustees,  and  conveying  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway,  and  the  equipments,  appurtenances  and  things 
therein  described. 

**  And  this  bond  is  also  entitled  to  the  benefits  of  the  sinking 
fund  by  the  said  deed  of  trust  provided. 

"  The  person  appearing  on  the  voting  Bond  Register  of  the 
said  Company  as  the  holder  of  this  bond,  at  the  time  of  any 
meeting  of  the  stockholders  of  the  said  Company,  will  be  entitled 
to  one  vote  at  such  meeting  for  every  two  hundred  dollars  of  the 
par  amount  hereof.  The  right  to  vote  upon  tliis  bond  is  trans- 
ferable on  the  written  order  of  the  person  last  registered  as  its 
holder,  or  on  the  production  of  the  bond  by  the  holder. 

"  It  is  agreed  between  the  said  Company  and  the  holder  of 
this  bond,  that  no  recourse  shall  be  had  for  its  payment  to  the 
individual  liability  of  any  stockholder  of  the  said  Company;  and 
that  in  case  of  any  default  in  the  payment  hereof,  the  said  Com- 
pany hereby  waives  the  benefit  of  any  extension,  stay,  or  appraise- 
ment laws  now  existing,  or  that  may  hereafter  exist. 

This  bond  shall  pass  by  delivery,  or  by  transfer  on  the  books 
of  the  Company  in  the  City  of  iS'ew  York.  After  a  registration 
of  ownership,  certified  hereon  by  the  transfer  agent  of  the  Com- 
pany, no  transfer,  except  on  the  books  of  the  Company,  shall  be 
valid,  unless  the  last  transfer  be  to  bearer,  which  shall  restore 
tr9,nsferability  by  delivery.  But  this  bond  shall  continue  sub- 
ject to  successive  registrations  and  transfers  to  bearer  as  afore- 
said, at  the  option  of  each  holder. 

This  bond  shall  not  become  obligatory  until  it  shall  have  been 
authenticated  by  a  certificate,  endorsed  hereon,  and  duly  signed 
by  the  Trustees. 

"  In  witness  whereof,  the  said  Company  have  caused 
their  corporate  seal  to  be  hereto  aftixed,  and  the  same 
to  be  attested  by  the  signatures  of  their  President  and 
Secretary,  and  have  also  caused  the  coupons  hereto 
annexed  to  be  signed  by  their  Secretary,  on  this  first 
day  of  March,  in  the  year  one  thousand  eight  hun- 
dred and  sixty-two. 

"  President. 
**  Secretary. ^"^ 

And  whereas^  provision  is  herein  made  for  the  issue  of  bonds, 
bearing  interest  at  the  rate  of  six  per  centum  per  annum,  but  ir- 


redeemable,  except  by  a  special  sinking  fund  herein  established, 
into  which  the  bonds  hereinbefore  described  may  be  converted, 
at  the  option  of  the  respective  holders  thereof,  in  the  manner  and 
on  the  conditions  herein  prescribed. 

And  whereas^  the  intention  of  these  presents  is,  and  is  hereby 
declared  to  be,  that  all  of  the  said  bonds,  whether  of  the  original 
seven  per  cent,  issue,  or  of  the  subsequent  six  per  cent,  issue,  for 
the  purpose  of  conversion  as  aforesaid,  shall  be  equally  secured 
by  these  presents,  in  proportion  to  the  amount  of  the  principal 
thereof  unpaid,  with  the  interest  on  the  said  principal  accrued 
and  unpaid,  without  discrimination  or  preference  with  reference 
to  the  times  of  the  actual  issue  of  the  said  bonds,  or  of  the  matur- 
ing of  the  principal  thereof,  or  the  maturing  of  any  interest  which 
shall  have  accrued  thereon  : 

Now  this  Indenture  witnesseth,  that  the  parties  of  the  first 
part,  in  consideration  of  the  premises,  aud  of  one  dollar  to  them 
in  hand  paid,  the  receipt  whereof  is  hereby  acknowledged,  and 
in  order  to  secure  the  payment  of  the  principal  and  interest  of 
the  bonds  aforesaid,  issued  or  to  be  issued,  as  herein  recited  and 
provided,  and  every  part  of  the  said  principal  and  interest,  as  the 
same  shall  become  payable,  according  to  the  tenor  of  the  said 
bonds,  and  of  the  coupons  thereto  annexed,  have  granted,  bar- 
gained and  sold,  and  do  by  these  presents  grant,  bargain,  sell, 
convey  and  transfer,  unto  the  parties  of  tlie  second  part,  all  the 
right,  title  and  interest  of  them,  the  parties  of  the  first  part,  and 
of  any  or  either  of  the  said  parties,  acquired  by  virtue  of  a  deed 
bearing  date  the  eighteenth  day  of  February,  1862,  and  made  to 
the  parties  hereto  of  the  first  part  by  John  Ferguson  and  Thomas 
E.  Walker,  both  of  the  City  and  State  of  New  York,  trustees 
and  Special  Master  Commissioners,  in  pursuance  of  decrees  of 
the  Circuit  Courts  of  the  United  States  for  the  Northern  Dis- 
trict of  Ohio,  the  Western  District  of  Pennsylvania,  the  District 
of  Indiana,  and  the  Northern  District  of  Illinois,  in  causes  in 
Chancery  in  the  said  Courts  then  depending,  wherein  Charles 
Moran  and  others  were  complainants,  and  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Eail  Road  Company  and  others  were  defend- 
ants, or  acquired  by  virtue  of  a  deed  .bearing  date  the  twenty- 
sixth  day  of  February,  1862,  made  to  the  parties  hereto  of  the 
first  part  by  the  Pittsburgh,  Fort  Wayne  and  Chicago  Kail  Road 
Company,  pursuant  to  the  aforesaid  decrees,  of,  in  and  to  all  and 
singular  the  continuous  railway,  extending  from  its  eastern  ter- 


83 

minus  in  Pittsburgh,  in  the  State  of  Pennsylvania,  to  Chicago,  in 
the  State  of  Illinois,  and  commonly  known  as  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railroad  or  Railway ;  including  all  the 
railways,  ways  and  rights  of  way,  depot  grounds  and  other  lands ; 
all  tracks,  bridges,  viaducts,  culverts,  fences  and  other  structures; 
all  depots,  station-houses,  engine-houses,  car-houses,  freight-houses, 
wood -houses  and  other  buildings;  and  all  machine  shops  and  other 
shops,  held,  or  acquired  for  use  in  connection  with  the  said  railway 
or  the  business  thereof ;  and  including,  also,  all  locomotives,  ten- 
ders, cars,  and  other  rolling  stock  or  equipment,  and  all  machinery, 
tools,  implements,  fuel  and  materials  for  the  constructing,  operating, 
repairing  or  replacing  the  said  railway,  or  any  part  thereof,  or  any 
of  its  equipments  or  appurtenances ;  and  also  all  franchises  con- 
nected with  or  relating  to  .the  said  railway,  or  the  construction, 
maintenance  or  use  thereof;  and  all  the  property,  franchises,  rights 
and  things,  of  whatever  name  or  nature,  which  were  conveyed  by 
the  aforesaid  deeds  of  the  said  trustees  and  Master  Commission- 
ers, and  of  the  said  Company,  to  the  parties  of  the  first  part 
hereto ;  subject^  nevertheless,  as  to  so  much  of  the  said  railroad 
lying  between  the  Federal  street  station,  Alleghany  City,  in  the 
State  of  Pennsylvania,  and  the  passenger  depot  of  the  Pennsyl- 
vania Railroad  on  Liberty  street,  in  the  City  of  Pittsburgh,  in  said 
State,  and  of  the  other  property  connected  therewith,  as  is  em- 
braced within  a  certain  mortgage  made  by  the  Ohio  and  Penn- 
sylvania Railroad  Company  to  Thomas  T.  Firth,  of  the  City  of 
Philadelphia,  and  Reuben  Miller,  Jr.,  of  the  City  of  Pittsburgh, 
bearing  date  May  6th,  1856,  to  the  lien  created  by  the  said  mort- 
gage ;  and  subject^  also,  as  to  the  rights  of  way,  depot  grounds, 
lots  and  premises  in  the  city  and  vicinity  of  Chicago,  purchased 
during  the  pendency  of  the  said  causes,  in  which  Charles  Moran 
and  others  are  complainants,  and  the  said  Pittsburgh,  Fort  Wayne 
and  Chicago  Rail  Road  Company  and  others  are  defendants,  as 
aforesaid,  by  the  agency  of  the  Receiver  in  the  said  causes,  to 
the  lien  of  the  venders  for  the  purchase  money  of  the  same ;  and 
subject^  also,  as  to  any  real  estate  included  in  the  aforesaid  sale 
by  the  said  trustees  and  Master  Commissioners  to  the  lien,  if 
any  such  exists,  of  any  vendor  or  former  owner  of  said  real 
estate,  not  otherwise  provided  to  be  paid  by  the  decrees  or  orders 
in  the  said  causes :  Provided^  nevertheless,  and  it  is  the  true  in- 
tent and  meaning  of  these  presents,  that  nothing  herein  contained 
shall  be  construed  to  express  or  imply  any  covenant  by  the  par- 


84 

ties  of  the  first  part,  or  either  of  them,  but  that  this  instrument 
shall  operate  to  convey,  in  behalf  of  the  said  parties,  all  the  es- 
tates and  interests  in  the  railway  and  appurtenances,  property, 
rights,  franchises  and  things  hereinbefore  described,  which  the 
said  parties,  or  either  of  them,  might  hold  by  virtue  of  the  afore- 
said conveyances,  and  which  the  said  parties,  each  for  himself, 
and  not  one  for  the  other,  can  lawfully  convey,  and  no  more ; 
and  that  the  said  estates  and  interests  are  hereby  charged  with, 
and  shall  pass  by  virtue  of  these  presents,  subject  to  the  payment 
of  all  liabilities  incurred  in  respect  to  the  said  railway,  or  its  busi- 
ness, by  the  said  parties  of  the  first  part,  during  their  possession 
of  the  said  railway :  Together  with  all  and  singular  the  tenements, 
hereditaments  and  appurtenances  thereunto  belonging  or  in  any 
wise  appertaining,  and  the  reversions,  remainders,  tolls,  incomes, 
rents,  issues  and  profits  thereof;  and  also  all  the  estate,  right, 
title,  interest,  property,  possession,  claim,  and  demand^  whatsoever, 
as  well  in  law  as  in  equity,  of  the  said  parties  of  the  first  part, 
of,  in  and  to  the  same,  and  any  and  every  part  thereof,  with  the 
appurtenances  :  To  have  and  to  hold  the  above  described  prem- 
ises and  appurtenances,  subject  as  aforesaid,  unto  the  said  parties 
of  the  second  part  as  joint  tenants,  and  not  as  tenants  in  com- 
mon, and  the  survivor  of  them,  and  to  the  heirs  and  assigns  of 
such  survivor,  to  the  only  proper  use  and  behoof  of  the  said  par- 
ties of  the  second  part,  and  of  the  survivor  of  them,  and  of  the 
heirs  and  assigns  of  such  survivor ;  in  trusty  nevertheless,  for  the 
purposes  herein  expressed,  to  wit : 

Article  First. — Until  default  shall  be  made  in  the  payment 
of  principal  and  interest  of  the  said  bonds,  or  some  of  them,  or 
until  default  shall  be  made  in  respect  to  something  herein  re- 
quired to  be  done  or  kept  by  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Eailway  Company,  the  said  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company  shall  be  suffered  and  permitted 
to  possess,  manage,  operate  and  enjoy  the  said  railway  from 
Pittsburgh  to  Chicago,  with  its  equipments,  and  appurtenances, 
and  to  take  and  use  the  rents,  incomes,  profits,  tolls,  and  issues 
thereof,  in  the  same  manner  and  with  the  same  effect  as  if  this 
deed  had  not  been  made. 

Article  Second. — In  case  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  of  the  aforesaid  bonds,  issued  or  to 


85 

be  issued,  according  to  the  tenor  of  the  coupons  thereto  annexed, 
or  in  any  payment  required  to  be  made  into'the  special  sinking 
fund  herein  provided,  or  in  any  requirement  to  be  done  or  kept 
by  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company ; 
and  if  such  default  shall  continue  for  the  period  of  three  months, 
it  shall  be  lawful  for  the  said  trustees,  or  the  survivor  of  them, 
or  their  or  his  successors,  personally  or  by  their  or  his  attorneys 
'or  agents,  to  enter  into  and  upon  all  and  singular  the  premises 
hereby  conveyed  or  intended  so  to  be,  and  each  and  every  part 
thereof ;  and  to  have,  hold  and  use  the  same,  operating  by  their 
or  his  superintendents,  managers,  receivers,  or  servants,  or  other 
attorneys  or  agents,  the  said  railway,  and  conducting  the  business 
thereof,  and  making,  from  time  to  time,  all  repairs  and  replace- 
ments, and  such  useful  alterations,  additions  and  improvements 
thereto  as  may  seem  to  them  or  him  to  be  judicious ;  and  to  col- 
lect and  receive  all  tolls,  freights,  incomes,  rents,  issues  and 
profits  of  the  same,  and  of  every  part  thereof ;  and,  after  deduct- 
ing the  expenses  of  operating  the  said  railway  and  conducting 
its  business,  and  of  all  the  said  repairs,  replacements,  alterations, 
additions  and  improvements,  and  all  payments  which  may  bo 
made  for  taxes,  assessments,  charges  or  liens  prior  to  the  lien  of 
these  presents  upon  the  said  premises,  or  any  part  thereof,  as 
well  as  a  just  compensation  for  their  or  his  own  services,  to  apply 
the  moneys  arising  as  aforesaid,  to  the  payment  of  interest,  in  the 
order  in  which  such  interest  shall  have  become,  or  shall  become 
due,  ratably  to  the  persons  holding  the  coupons,  evidencing  the 
right  to  such  interests  and  to  the  payment,  in  like  order,  of  the 
corresponding  contributions  to  the  special  sinking  fund  herein 
established  for  the  six  per  cent,  bonds ;  and  after  paying  all  in- 
terest which  shall  have  become  due,  and  all  the  said  contribu- 
tions to  the  special  sinking  fund,  to  apply  the  same  to  the  satis- 
faction of  the  principal  of  the  aforesaid  bonds  of  the  original  and 
substituted  issues  which  may  be  at  that  time  unpaid,  ratably  and 
without-discrimination  or  preference. 

Article  Third. — In  case  default  shall  be  made  as  aforesaid, 
and  shall  continue  as  aforesaid,  it  shall  likewise  be  lawful  for 
the  said  trustees,  or  the  survivor  of  them,  or  their  or  his  suc- 
cessors, after  entry  as  aforesaid,  or  other  entry,  or  without  entry, 
personally,  or  by  their  or  his  attorneys  or  agents,  to  sell  and  dis 
pose  of  all  and  singular  the  premises  hereby  conveyed,  or  in- 


86 

tended  so  to  be,  at  public  auction,  in  the  City  of  New  York,  or 
at  such  place  within  any  of  the  States  in  which  any  part  of  the 
said  railway  is  situate,  which  the  said  trustees  may  designate, 
and  at  such  time  as  they  may  appoint,  having  first  given  notice 
of  the  place  and  the  time  of  such  sale  by  advertisement,  published 
not  less  than  three  times  a  week  for  six  weeks,  in  one  or  more 
new^spapers  in  the  Cities  of  New  York,  Pittsburgh  and  Chicago, 
and  in  Crestline  and  Fort  Wayne,  or  some  other  places  in  the  Judi- 
cial Districts  of  the  United  States  in  which  Crestline  and  Fort 
Wayne  are  situated,  or  to  adjourn  the  said  sale,  from  time  to 
time,  in  their  or  his  discretion,  and  if  so  adjourning,  to  make  the 
same  at  the  time  and  place  to  which  the  same  may  be  so  ad- 
journed, and  to  make  and  deliver  to  the  purchaser  or  purchasers 
thereof  good  and  sufficient  deed  or  deeds  in  the  law  for  the  same 
in  fee  simple ;  which  sale,  made  as  aforesaid,  shall  be  a  perpetual 
bar,  both  in  law  and  equity,  against  the  parties  of  the  first  part, 
and  all  other  persons  lawfully  claiming  or  to  claim  the  said 
premises,  or  any  part  thereof,  by,  from,  through  or  under  them, 
or  any  or  either  of  them  ;  and,  after  deducting  from  the  proceeds 
of  such  sale  just  allowances  for  all  expenses  of  the  said  sale,  in- 
cluding attorney's  and  counsel  fees,  and  all  other  expenses, 
advances,  or  liabilities,  which  may  have  been  made  or  incurred  by 
the  said  trustees  in  operating  or  maintaining  the  said  railway,  or 
in  managing  its  business  while  in  possession,  and  all  payments 
which  may  have  been  made  by  them  for  taxes  or  assessments,  and 
for  charges  and  liens  prior  to  the  lien  of  these  presents  on  the  said 
premises,  or  any  part  thereof,  as  well  as  compensation  for  their 
own  services,  to  apply  the  said  proceeds  to  the  payment  of  the 
principal  of  such  of  the  afoi'esaid  bonds  of  the  original  issue,  and 
of  the  substituted  issue,  as  may  be  at  that  time  unpaid,  whether 
or  not  the  same  shall  have  previously  become  due,  and  of  the 
interest  which  shall  at  that  time  have  accrued  on  the  said  princi- 
pal and  be  unpaid,  without  discrimination  or  preference,  but 
ratably  to  the  aggregate  amount  of  such  unpaid  principal  and 
accrued  and  unpaid  interest ;  and  if,  after  the  satisfaction  there- 
of, a  surplus  of  the  said  proceeds  shall  remain,  to  apply  the  said 
surplus  according  to  the  provisions  of  a  deed  of  trust,  bearing 
even  date  herewith,  and  made  by  the  parties  of  the  first  part  to 
the  parties  of  the  second  part,  subject  to  these  presents,  to  secure 
five  millions  and  one  hundred  and  sixty  thousand  dollars  of 
mortgage  bonds,  known  as  Second  Mortgage  Bonds  of  the  said 


87 

Oompany,  so  far  as  the  said  trusts  shall  be  then  unfulfilled,  or  to 
pay  over  so  much  of  said  surplus  as  may  be  necessary  for  that 
purpose  to  the  trustees  then  acting  imder  the  said  deed  ;  and  if. 
after  so  doing,  a  surplus  of  the  said  proceeds  shall  still  remain,  to 
apply  or  pay  over  the  same,  in  like  manner,  upon  the  bonds,  ortc> 
the  trustees  then  acting  under  a  deed  of  trust,  bearing  even  date 
herewith,  and  made  by  the  parties  of  the  first  part  to  the  parties 
of  the  second  part,  subject  to  these  presents,  and  to  the  said  last 
mentioned  trust  deed,  to  secure  two  millions  of  dollars  of  bonds 
of  the  said  Company,  known  as  Third  Mortgage  or  Income 
Bonds ;  and  if,  after  so  doing,  a  surplus  shall  still  remain,  to  pay 
over  the  same  to  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company,  or  to  such  other  parties  as  may  be  entitled  to 
receive  the  same. 

And  it  is  hereby  declared,  that  the  receipt  or  receipts  of  the 
said  trustees  shall  be  a  sufficietit  discharge  to  the  purchaser  or 
purchasers  of  the  premises,  for  his  or  their  purchase  money,  and 
that  such  purchaser  or  purchasers,  his  or  their  heirs,  executors  or 
administrators,  shall  not,  after  payment  thereof,  and  having  such 
receipt,  be  liable  to  see  to  its  being  applied  upon  or  for  the  trusts 
and  purposes  of  these  presents,  or  in  any  manner,  howsoever,  be 
answerable  for  any  loss,  misapplication,  or  non-application  of  such 
purchase  money,  or  any  part  thereof,  or  be  obliged  to  inquire  into 
the  necessity,  expediency,  or  authority,  of  or  for  any  such  sale. 

Article  Fourth. — At  any  sale  of  the  aforesaid  property,  or 
any  part  thereof,  whether  made  by  virtue  of  the  power  herein 
granted,  or  by  judicial  authority,  the  trustees  shall  bid  for  ^nd 
purchase,  or  cause  to  be  bid  for  and  purchased,  the  property  so 
sold,  or  any  part  thereof,  in  behalf  of  all  the  holders  of  the  bonds 
secured  hj  this  instrument,  and  then  outstanding,  in  the  propor- 
tion of  the  respective  interests  of  such  bondholders, — at  a  reason- 
able price,  if  but  a  portion  of  the  said  property  shall  be  sold ; 
or  if  all  of  it  be  sold,  at  a  price  not  exceeding  the  whole  amount 
of  such  bonds  outstanding,  with  the  interest  accrued  thereon. 

Article  Fifth. — In  case  default  shall  be  made  in  the  payment 
of  any  half  year's  interest  on  any  of  the  aforesaid  bonds,  whether 
of  the  original  or  substituted  issues,  at  the  time  and  in  the  man- 
ner in  the  coupon  issued  therewith  provided,  the  said  coupon 
having  been  presented,  and  the  payment  of  the  interest  therein 


»     88 

specified  having  been  demanded,  and  that  such  default  shall  con- 
tinue for  the  period  of  three  months  after  the  said  coupon  shall 
have  become  due ;  or  in  case  default  shall  be  made  in  the  pay- 
ment to  the  trustees  of  any  part  of  any  semi-annual  instalmesit 
of  the  one  per  cent.,  per  annum,  for  the  special  sinking  fund, 
herein  provided,  for  the  redemption  of  the  substituted  issue  of 
the  six  per  cent,  bonds,  and  such  default  shall  continue  for  the 
period  of  three  months  after  the  said  payment  shall  have  become 
due,  then,  and  in  either  of  such  cases,  the  princi})al  of  all  the 
bonds  secured  hereby,  whether  of  the  original  or  substituted  is- 
sues, shall,  at  the  election  of  the  trustees,  become  immediately 
due  and  payable,  anything  contained  in  the  said  bonds  or  herein 
to  the  contrary  notwithstanding;  but  a  majority  in  interest  of  the 
holders  of  the  said  bonds  may,  in  writing,  or  by  a  vote  of  a  meet- 
ing duly  held,  instruct  the  trustees  to  declare  the  said  principal  to 
be  due,  or  to  waive  the  right  so  to  declare,  on  such  terms  and 
conditions  as  such  majority  shall  deem  proper,  or  may  annul  or 
reverse  the  election  of  the  trustees,  provided,  that  no  action  of 
the  trustees  or  bondholders  shall  extend  to  or  be  taken  to  affect 
any  subsequent  default,  or  to  impair  the  rights  resulting  therefrom 

Aeticle  Sixth.— In  any  six  months, — the  first  such  period 
commencing  on  the  first  day  of  January,  1862, — in  which  the  net 
earnings  of  the  said  railway  shall  exceed  the  amount  necessary  to 
pay  the  interest  upon  all  the  bonds  of  the  said  Company,  secured 
by  these  presents  or  by  either  of  the  two  several  trust  deeds  bear- 
ing even  dates  herewith,  and  then  outstanding,  including  the 
contribution  to  the  special  sinking  fund  for  the  six  per  cent, 
bonds  herein  provided, — and  a  dividend  of  three  per  cent,  upon 
six  millions  and  five  hundred  thousand  dollars  of  capital  stock, 
such  surplus  shall  be  reserved,  and  shall,  within  sixty  days  after 
the  expiration  of  the  said  six  months,  be  paid  over  to  the  trustees 
as  a  sinking  fund  for  the  redemption  of  the  bonds  secured  by 
these  presents;  Provided,  that  after  the  redemption  of  bonds 
amounting  in  the  aggregate  to  two  millions  and  five  hundred 
thousand  dollars,  the  said  sinking  fund  may  be  limited  to  the 
application  of  not  less  than  one  per  cent,  per  annum  upon  the 
aggregate  of  bonds  outstanding  at  the  time  of  such  limitation; 
and  the  said  sinking  fund  may  at  any  time  hereafter  be  varied  in 
its  amount,  by  agreement  between  the  said  Company  and  the 
holders  of  the  bonds  secured  hereby,  acting  by  a  majority  in  in- 


89 

terest ;  and,  with  the  assent  of  the  trustees,  the  said  surplus  or 
any  part  thereof  may,  as  the  same  shall  from  tiine  to  time  arise, 
be  applied  to  the  improve  vent  of  the  said  railway,  its  equipments 
and  appurtenances. 

The  trustees  shall  deposit  the  said  surplus  in  some  safe  de- 
pository in  the  City  of  ]^ew  York ;  and  the  said  moneys,  together 
with  all  accumulations  of  interest  thereon  that  may  actually  come 
into  the  hands  of  the  trustees,  shall  be  invested  by  the  trustees 
in  the  purchase  of  bonds  secured  by  these  presents,  provided  the 
same  can  be  purchased  at  a  rate  not  exceeding  the  par  of  said 
bonds,  with  the  interest  accrued  thereon;  and  the  bonds  so  pur- 
chased shall  be  held  by  the  trustees,  and  immediately  stamped 
or  endorsed  as  belonging  to  the  said  sinking  fund,  but  shall  re- 
main in  force,  and  the  interest  thereon  shall  continue  to  be  paid 
by  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, and  the  amount  thereof  shall  be  added  to  and  applied  as  a 
part  of  the  capital  of  the  sinking  fund  hereby  established,  and  be 
invested  in  the  manner  and  with  the  limitations  herein  provided. 

And  preparatory  to  such  purchase  of  bonds  the  trustees  shall 
give  ten  days  notice  thereof  in  one  or  more  of  the  newspapers 
published  in  the  City  of  New  York,  and  shall  make  the  said 
purchase  at  the  lowest  price  or  prices  at  which  the  bonds  may  be 
offered,  pursuant  to  such  notice,  or.  at  such  lower  price  or  prices 
as  they  may  be  able  to  obtain  the  same,  but  not  exceeding  the 
par  and  interest  of  said  bonds ;  and  in  case  the  said  bonds  cannot 
be  purchased  at  par  and  interest  within  three  months  after  the 
expiration  of  the  notice  aforesaid,  then  the  trustees  shall  invest 
the  said  moneys  in  the  purchase  of  the  bonds  of  the  said  Com- 
pany secured  by  a  second  lien,  at  the  lowest  prices,  not  exceed- 
ing par  and  interest,  at  which  they  may  be  obtained  after  notice 
as  aforesaid.  And  if  bonds  secured  by  the  said  second  lien  can- 
not be  purchased  as  aforesaid,  the  trustees  shall,  in  like  mannei*, 
invest  the  said  moneys  in  bonds  of  the  said  Company  known  as 
the  Third  Mortgage  or  Income  Bonds.  And  in  case  of  inability 
to  invest  in  any  of  the  three'classes  of  securities,  in  the  manner 
herein  provided,  the  trustees  shall  invest  the  same  in  the  said 
securities  according  to  their  best  discretion. 

Article  Seventh. — The  Pittsburgh,  Fort  Wayne  and  Chi- 
cago Railway  Company  shall,  from  time  to  time,  prepare  such 
bonds  as  may  be  necessary  for  the  purposes  of  the  exchange 


90 

herein  provided  ;  which  bonds  'shall  in  their  form  be  identical 
with  those  originally  issued  in  pursuance  of  these  presents,  except 
that  their  principal  shall  be  irredeemable  otherwise  than  by  the 
operation  of  the  special  sinking  fund  herein  provided — that  they 
shall  bear  interest  at  the  rate  of  six  per  centum  per  annum,  and 
that  they  shall  be  entitled  to  the  benefit  of  the  said  special  sink- 
ing fund,  in  addition  to  that  herein  provided  from  the  surplus 
earnings  of  the  said  railway ;  which  special  sinking  fund  shall 
consist  of  one  per  cent.,  per  annum,  upon  the  aggregate  amount  of 
six  per  cent,  bonds  issued  in  substitution  for  the  seven  per  cent, 
bonds  hereby  secured,  from  the  days  when  the  last  preceding 
coupon,  at  the  rate  of  seven  per  cent,  matured,  which  one  per 
cent,  shall  be  paid  to  the  trustees  in  semi-annual  instalments  of 
one-half  of  one  per  cent,  upon  the  days  on  which  the  semi-annual 
instalments  of  six  per  cent,  interest  shall  be  payable.  The  holder 
of  any  seven  per  cent,  bond,  of  the  original  issue  secured  by  these 
presents,  shall  be  entitled,  after  the  first  day  of  July,  1867,  to  con- 
vert such  bond  into  a  six  per  cent  bond  of  the  issue  herein  pro- 
vided, by  notifying,  in  writing,  the  Company,  on  any  day  on  which 
any  semi-annual  instalment  of  interest  on  the  said  bonds  shall 
be  payable,  of  his  desire  so  to  convert  the  said  bond ;  and  on  de- 
positing the  said  bond  with  the  said  Company  for  conversion,  it 
shall  be  the  duty  of  the  Company,  within  a  reasonable  period,  to 
duly  execute  a  six  per  cent,  bond  for  exchange,  and  of  the  trus- 
tees, for  the  time  being,  to  countersign  and  deliver  to  the  Company 
such  six  per  cent,  bond,  upon  the  cancellation  of  the  seven  per 
cent,  bond;  which  cancellation  shall  be  made  in  such  manner  as 
the  trustees  may  direct,  and  shall  be  recorded  by  the  Company. 
Conversions  may  be  made  on  such  other  notice  as  may  be  satis- 
factory to  the  Company  and  the  trustees,  but  such  conversions 
shall  in  all  cases  be  as  of  the  date  of  the  maturity  of  the  last  pre- 
ceding coupon  of  the  bonds  so  converted.  The  moneys  coming 
into  this  special  sinking  fund  for  the  redemption  of  the  six  per 
cent,  bonds  shall  be  deposited  in  some  safe  depository  in  the  City 
of  New  York  ;  and  as  often  as  the  moneys  in  the  sinking  fund, 
derived  from  the  conversion  of  bonds  made  on  or  as  of  any  par- 
ticular date,  -shall  amount  to  a  sum  sufficient  to  redeem  one  or 
more  such  bonds,  the  said  moneys  shall,  without  unreasonable  de- 
lay, be  applied  to  the  redemption  of  bonds  converted  at  or  as  of 
the  said  date,  as  follows  : 

The  Trustees  shall  designate  by  lot  so  many  of  the  bonds  as 


91 

thej  have  money  to  pay  ;  and  shall  give  notice  of  the  numbers 
designated,  personally,  to  any  owner  or  holder  of  the  bonds 
known  to  them,  and  by  advertisement  in  one  or  more  daily  news- 
papers in  the  City  of  New  York,  once  a  week,  until  the  date  of 
the  next  interest  payment,  if  any  owner  or  holder  of  the  said 
bonds  is  unknown  to  them  ;  and  on  presentation  and  delivery  of 
the  said  bonds  shall  apply  the  money  so  received  by  them  to  the 
payment  thereof.  And  all  future  interest  on  any  of  the  said 
bonds,  not  presented  and  delivered  on  or  before  the  date  of  the 
said  next  interest  payment,  shall  cease  from  and  after  such  date  ; 
and  the  Company  shall  be  no  longer  liable  for  the  said  interest. 
The  trustees  shall,  without  unreasonable  delay,  cancel  the 
bonds  so  redeemed  by  them,  and  return  such  bonds  to  the 
Company  ;  and  the  trustees  and  the  Company  shall  keep  separate 
registries  of  all  the  bonds  so  redeemed  or  so  designated  for  re- 
demption ;  and  the  registry  of  the  Company  shall  be  at  all  rea- 
sonable times  open  to  the  inspection  of  each  of  the  bondholders 
and  stockholders  of  the  Company,  and  the  numbers  and  amounts 
of  the  bonds  so  redeemed  or  designated  for  redemption  shall  be 
reported  by  the  Company  in  each  annual  statement  made  to  the 
stockholders;  and  the  cancelled  bonds  shall,  on  the  request  of  the 
meeting  of  the  stockholders,. be  produced  and  exhibited. 

Article  Eighth. — The  aggregate  amount  of  the  Capital  Stock 
of  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, outstanding  at  any  one  time,  shall  never  exceed,  in  par 
value,  six  millions  and  five  hundred  thousand  dollars,  unless  the 
holders  of  bonds  secured  by  these  presents  shall  have,  by  a  vote 
at  a  meeting  duly  held,  expressly  consented  to  such  increase. 

Article  Ninth. — The  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company  shall,  from  time  to  time,  and  at  all  times  here- 
after, and  as  often  as  thereunto  requested  by  the  trustees,  execute, 
deliver  and  acknowledge  all  such  further  deeds,  conveyances  and 
assurances  in  the  law,  for  the  better  assuring  unto  the  trustees 
and  their  successors  in  the  trust  hereby  created,  upon  the  trust 
herein  expressed,  the  railway,  equipments  and  appurtenances 
hereinbefore  mentioned  or  intended  so  to  be,  and  all  other  prop- 
erty and  things,  whatsoever,  which  may  be  hereafter  acquired  for 
use  in  connection  with  the  same  or  any  part  thereof,  and  all 
franchises  now  held  or  hereafter  acquired,  including  the  franchise 


to  be  a  corporation,  as  by  the  trustees,  or  the  survivor  of  them,  or 
their  successors,  or  by  their  or  his  counsel  learned  in  the  law  shall 
be  reasonably  advised,  devised  or  required. 

Article  Tenth. — The  trustees  shall  have  full  power,  in  their 
discretion,  and  upon  the  written  request  of  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company,  to  convey  by  way  of  re- 
lease, or  otherwise,  to  the  persons  designated  by  the  said  Company 
the  whole  or  any  part  of  the  lands  situate  in  the  City  of  Chicago  and 
State  of  Illinois,  and  heretofore  occupied  by  or  purchased  for  the 
use  of  the  PittsburghjFort  Wayne  and  Chicago  Eailroad  Company; 
and,  in  order  to  substitute  other  lands,  or  to  allow  or  aid  the  erec- 
tion thereon  of  warehouses  or  other  buildings  to  be  used  in  connec- 
tion with  the  business  of  the  said  railway,  or  to  otherwise  facil 
itate  the  said  business,  shall  have  like  power  to  convey  as  afore- 
said any  lands  acquired  or  held  for  the  purposes  of  stations,  de- 
pots, shops  or  other  buildings,  or  the  uses  connected  therewith  ; 
and  shall  also  have  power  to  convey  as  aforesaid  any  lands  oi- 
property  which,  in  the  judgment  of  the  trustees,  shall  not  be 
necessary  for  use  in  connection  with  the  said  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway,  or  which  may  have  been  held  foi* 
a  supply  of  fuel,  gravel  or  other  material  ;  and  also  to  convey  as 
aforesaid  any  lands  which  may  become  disused  by  reason  of  a 
change  in  the  location  of  any  station-house,  depot,  shop  or  othei- 
buildings  connected  with  the  said  railway,  and  such  lands  occu- 
pied by  the  track  and  adjacent  to  such  station-house,  depot,  shop 
or  other  building  as  the  said  Company  may  deem  it  expedient  to 
disuse  or  abandon  by  reason  of  such  change;  and  to  consent  to 
any  such  change  and  to  such  other  changes  in  the  location  of 
the  track  as  in  their  judgment  shall  have  become  expedient,  and 
to  make  and  deliver  the  conveyances  necessary  to  carry  the  same 
into  effect ;  but  any  lands  which  may  be  acquired  for  permanent 
use,  in  substitution  for  any  so  released,  shall  be  conveyed  to  the 
trustees  upon  the  trusts  of  these  presents  ;  and  the  trustees  shall 
also  have  full  power  to  allow  the  said  Company,  from  time  to 
time,  to  dispose  of,  according  to  their  discretion,  such  portions  of 
the  equipments,  machinery  and  implements,  at  any  time  held  or 
acquired  for  the  use  of  the  said  railway  as  may  have  become  unfit 
for  such  use,  replacing  the  same  by  new,  which  shall  be  conveyed 
to  the  trustees,  or  be  otherwise  made  subject  to  the  operation  of 
these  presents. 


93 

Article  Eleventh. — If  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  shall  well  and  trnly  pay  the  sums  of 
money  herein  required  to  be  paid  by  the  said  Company,  and  all 
interest  thereon,  at  the  times  and  in  the  manner  herein  specified, 
and  shall  well  and  truly  keep  and  perform  all  the  things  herein 
required  to  be  kept  or  performed  by  the  said  Company,  according 
to  the  true  intent  and  meaning  of  these  presents,  then,  and  in 
that  case,  the  estate,  right,  title  and  interest  of  the  said  parties  of 
the  second  part,  and  of  their  successors  in  the  trust  hereby  created, 
shall  cease,  determine,  and  become  void,  otherwise  the  same  shall 
be  and  remain  in  full  force  and  virtue. 

Article  Twelfth. — The  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  shall,  at  all  times  hereafter,  keep  a 
book  at  their  office  or  agency  in  the  City  of  New  York,  which 
shall  be  designated  as  the  Ydting  Register  of  the  First  Mortgage 
Bondholders,  and  shall  be  distinct  from  the  Transfer  Register  of 
the  bonds. 

Any  holder  of  any  of  the  said  bonds  shall  be  entitled  to  have 
his  name  and  address,  and  the  denomination  and  number  of  every 
of  the  said  bonds  held  by  him,  entered  in  such  registry,  on  pre- 
senting at  the  aforesaid  office  or  agency,  a  w^ritten  statement  of 
the  aforesaid  particulars,  signed  by  him,  and,  if  required,  duly 
verifying  his  title  thereto  by  producing  the  bonds,  or  upon  filing 
with  the  Company  the  wiitten  order  of  the  person  last  registered  as 
the  holder,  or  in  such  other  mode  as  may  be  prescribed  by  the 
regulations  for  such  verification.  The  Trustees  may,  in  the  first 
instance,  prescribe  the  said  regulations,  subject  to  the  power 
hereby  declared  of  the  bondholders,  acting  by  a  majority  in  in- 
terest, to  adopt,  alter,  or  repeal,  from  time  to  time,  the  said  reg-  - 
ulations,  and  generally  to  establish  such  as  may  seem  to  them 
expedient.  Such  registration  shall  authenticate  the  right  of 
the  holder  of  every  bond  so  registered  to  vote  on  the  said 
bond,  as  provided  therein,  at  every  general  and  special  meet- 
ing of  the  stockholders  of  the  said  Company  ;  and  shall  also 
entitle  the  said  holder  to  notice,  in  such  mode  and  form 
as  may  be  fixed  by  regulations  prescribed  or  established 
as  aforesaid,  of  all  meetings  of  the  First  Mortgage  Bond- 
holders. The  trustees,  and  each  of  them,  shall  at  all  times 
have  free  access  to  such  book  of  registry,  and  shall,  from  thne  to 
time,  and  at  all  times,  on  the  request,  in  writing,  of  either  of  them 


94 

be  furnished  with  a  copy  thereof  by  the  said  Company ;  and 
sliall  have  a  right  to  require,  at  their  option,  that  any  act  or  reso 
hition  of  the  said  bondholders,"  affecting  their  duties  or  the  in- 
terest of  the  trust  hereby  created,  shall  be  authenticated  by  the 
signatures  of  all  the  persons  assenting  thereto,  as  well  as  by  a 
minute  of  the  proceedings  of  the  meeting.  Meetings  of  the  First 
Mortgage  Bondholders  may  be  called  by  the  trustees,  or  in 
such  other  mode  as  may  be  fixed  by  regulations  prescribed  or 
or  established  as  aforesaid,  and  the  bondholders  may  vote  thereat 
in  person  or  by  proxy  ;  and  the  quorum  may  be  defined,  and 
such  other  regulations  or  by-laws  in  respect  to  such  meetings  may 
be  from  time  to  time  established,  altered,  or  repealed  by  the 
bondholders,  acting  by  a  majority  in  interest,  as  to  them  shall 
seem  expedient ;  and,  until  the  bondholders  shall  act,  such  powers 
may  be  temporarily  exercised  by  the  trustees. 

Article  Thirteenth. — It  is  hereby  declared  and  agreed  that 
it  shall  be  the  duty  of  the  Trustees  to  exercise  the  power  of  entry 
hereby  granted,  or  the  power  of  sale  hereby  granted,  or  both,  or 
to  take  appropriate  legal  proceedings  to  enforce  the  rights  of  the 
bondholders  under  these  presents,  upon  the  requisition  in  writing, 
as  hereinafter  specified,  as  applicable  to  the  several  cases  of  de- 
fault, in  the  manner  and  subject  to  the  qualifications  hereinafter 
provided,  as  follows : 

1.  If  the  default  be  as  to  interest  or  principal  of  any  bonds, 
either  of  the  original  seven  per  cent,  issue  or  of  the  substituted 
six  per  cent,  issue  provided  for  by  these  presents,  or  in  respect  to 
any  installment  of  the  special  sinking  fund  hereby  established  for 
the  redemption  of  the  said  six  per  cent,  bonds,  such  requisition 
upon  the  said  Trustees  shall  be  by  holders  of  not  less  than  one 
hundred  thousand  dollars  in  aggregate  amount  of  the  said  bonds, 
and  upon  such  requisition,  and  a  proper  indemnification  by  the 
persons  making  the  same,  to  the  Trustees,  against  the  costs  and 
expenses  to  be  by  them  incurred,  it  shall  be  the  duty  of  the  Trus- 
tees to  enforce  the  rights  of  the  bondholders  under  these 
presents,  by  entry,  sale  or  legal  proceedings,  as  they,  being 
advised  by  counsel  learned  in  the  law,  shall  deem  most  expedient 
for  the  interest  of  all  the  holders  of  the  said  bonds. 

2.  If  the  default  be  in  respect  to  any  payment  into  the  sink- 
ing fund  established  by  Article  Sixth  of  these  presents,  or  be  in 
the  creation  or  issue  of  capital  stock  by  the  said  Pittsburgh,  Fort 


96 

Wayne  and  Chicago  Eailway  Company  in  excess  of  the  aggre- 
gate amount  fixed  by  Article  Eighth  of  these  presents,  or  be  in 
the  omission  of  any  act  or  thing  required  by  Article  Ninth  of 
these  presents  for  the  farther  assuring  of  the  title  of  the  Trustees 
to  any  property  or  franchises  now  possessed  or  hereafter  ijcquired, 
or  in  the  omission  to  comply  with  each  and  all  the  provisions  of 
Articles  Seventh  and  Twelfth  of  these  presents,  or  with  any 
other  provisions  herein  contained  to  be  performed  or  kept  by  the 
said  Company,  then,  and  in  either  of  such  cases,  the  requisitions 
shall  be  as  aforesaid  ;  but  it  shall  be  within  the  discretion  of  the 
Trustees  to  enforce  or  waive  the  rights  of  the  bondholders  by 
reason  of  such  default,  subject  to  the  power  hereby  declared  of  a 
majority  in  interest  of  the  holders  of  the  said  bonds,  by  requisi- 
tion in  writing,  or  by  a  vote  at  a  meeting  duly  held,  to  instruct 
the  said  Trustees  to  waive  such  default,  or  to  enforce  their  rights 
by  reason  thereof ;  provided  that  no  action  of  the  said  Trustees 
or  bondholders,  or  both,  in  waiving  such  default,  or  otherwise, 
shall  extend  to  or  be  taken  to  affect  any  subsequent  default,  or  to 
impair  the  rights  resulting  therefrom. 

Article  Fourteenth. — It  is  mutually  agreed  by  and  be- 
tween the  parties  hereto,  that  the  word  "  Trustees,"  as  used  in 
these  presents,  shall  be  construed  to  mean  the  Trustees  for  the 
time  being,  whether  one  or  more  be  original  or  new ;  and,  when- 
ever a  vaca^cy  shall  exist,  to  mean  the  surviving  or  continuing 
Trustee  ;  and  such  Trustee  shall,  during  such  vacancy,  be  compe- 
tent to  exercise  all  the  powors  granted  by  these  presents  to  the 
party  of  the  second  part.  And  it  is  mutually  agreed  by  and 
between  the  parties  hereto,  as  a  condition  on  which  the  parties  of 
the  second  part  have  assented  to  these  presents,  that  the  said 
Trustees  shall  not  be  in  any  manner  responsible  for  any  default 
or  misconduct  of  each  other ;  that  the  said  Trustess  shall  be  en- 
titled to  just  compensation  for  all  services  which  they  may  here- 
after render,  in  their  trust,  to  be  paid  by  the  said  Company ; 
that  either  of  the  said  Trustees,  or  any  successor,  may  resign, 
and  discharge  himself  of  the  trust  created  by  these  presents,  by 
notice  in  writing  to  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Eailway  Company,  and  to  the  existing  Trustee,  if  there  be  such, 
three  months  before  such  resignation  shall  take  effect,  or  such 
shorter  time  as  they  may  accept  as  adequate  notice,  and  upon 
the  due  execution  of  the  conveyances  hereinafter  required  ;  that 


the  said  Trustees,  or  either  of  them,  may  be  removed  by  the  vote 
of  a  majority  in  interest  of  the  holders  of  the  aforesaid  bonds, 
tlie  said  vote  being  had  at  a  meeting  duly  held  of  the  said  bond- 
holders, and  attested  by  an  instrument  under  the  hands  and  seals 
of  the  persons  so  voting ;  that  in  case  at  any  time  hereafter 
either  of  the  said  Trustees,  or  any  Trustee  hereafter  appointed, 
shall  die  or  resign,  or  be  removed,  as  herein  provided,  or  by  a 
court  of  competent  jurisdiction,  or  shall  become  incapable  or 
unfit  to  act  in  the  said  trust,  a  successor  to  such  Trustee  shall  be 
appointed  by  the  surviving  or  continuing  Trustee,  with  the  con- 
sent of  the  holders  for  the  time  being  of  a  majority  in  interest 
of  the  said  bonds,  then  outstanding,  or  the  consent  of  a  meeting, 
duly  held,  of  the  holders  of  the  said  bonds ;  and  the  Trustee  so 
appointed,  with  the  Trustee  so  surviving  or  continuing,  shall 
tliereupon  become  vested  with  all  the  powers,  authorities  and 
estates  granted  to  or  conferred  upon  the  parties  of  the  second 
part  by  these  presents,  and  all  the  rights  and  interests  requisite 
to  enable  him  to  execute  the  purposes  of  this  trust,  without  any 
farther  assurance  or  conveyance,  so  far  as  such  effect  may  be 
lawful ;  but  the  surviving  or  continuing  Trustee  shall  immediately 
execute  all  such  conveyances  and  other  instruments  as  may  be 
fit  or  expedient  for  the  purpose  of  assuring  the  legal  estate  in 
the  premises,  jointly  with  himself,  to  the  Trustee  so  appointed  ; 
and  upon  the  death,  resignation  or  removal  of  any  Trustee,  or 
any  appointment  in  his  place  in  pursuance  of  these  presents,  all 
his  powers  and  authorities  by  virtue  hereof  shall  cease  ;  and  all 
the  estate,  right,  title  and  interest  in  the  said  premises^  of  any 
Trustee  so  dying,  resigning  or  being  removed,  shall,  if  there  be  a 
co-Trustee  surviving  or  continuing  in  office,  wholly  cease  and  de- 
termine ;  but  the  said  Trustee  so  resigning  or  being  removed 
shall,  on  the  written  request  of  the  new  Trustee  who  may  be 
appointed,  immediately  execute  a  deed  or  deeds  of  conveyance 
to  vest  in  such  new  Trustee,  jointly  with  the  continuing  Trustee, 
and  upon  the  trusts  herein  expressed,  all  the  property,  rights  and 
franchises  which  may  be  at  that  time  held  upon  the  said  trusts ; 
Proviaed,  nevertheless,  that  it  is  hereby  agreed  and  declared 
that  for  the  first  vacancy  in  the  trust  hereby  created  which  may 
happen  as  hereinbefore  provided,  in  respect  to  either  of  the  par- 
ties of  the  second  part  hereto,  Charles  Lanier,  of  the  City  and 
State  of  New  York,  is  hereby  designated  and  appointed  to  fill 
such  vacancy,  with  the  same  effect  as  if  he  had  been  appointed 


97 

in  the  manner  hereinbefore  specified  ;  and  in  case  it  shall  at  any 
time  hereafter  prove  impracticable,  after  reasonable  exertions,  to 
appoint  in  the  manner  hereinbefore  provided  a  successor  in  any 
vacancy  which  may  have  happened  in  said  trust,  or  in  case  the 
trust  shall  become  wholly  vacant,  application  in  behalf  of  all 
the  holders  of  the  bonds  secured  hereby,  may  be  made  by  the 
surviving  or  continuing  Trustee,  or,  if  the  trust  be  wholly  vacant, 
by  holders  of  the  said  bonds,  to  the  aggregate  amount  of  one 
hundred  thousand  dollars,  to  any  Circuit  Court  of  the  United 
States,  for  any  Judicial  District  in  which  any  part  of  the  afore- 
said railway  may  be  situate,  for  the  appointment  of  a  new  Trustee 
or  new  Trustees. 

In  witness  whereof,  the  parties  of  the  first  part  have  hereunto 
set  their  respective  hands  and  seals,  and  the  parties  of  the  second 
part  have  also  set  their  respective  hands  and  seals,  for  the  pur- 
pose or  evidencing  their  acceptance  of  the  trust  hereby  created, 
on  the  day  and  year  first  above  written. 

J.  F.  D.  Laniek,      [l.  s.] 

SaMUP:L  J.  TiLDEN,  [l.  s.] 

Loris  H.  Meyer,  [l.  s,] 
J.  Edgar  Th'  -mson,  [s.  s.] 
Samuel  IIanna,  [l.  s.J 
John  Ferguson,  [l.  s.] 
Signed,  sealed  and  delivered  \  Samuel  J.  Tilden.  [l.  s.] 

in  presence  of  f 

James  P.  Sinnott  and 
John  L.  Deummond. 


4.— THE  SECOND  MORTGAGE. 

This  Indenture,  made  the  first  day  of  March,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-two,  between 
James  F.  D.  Lanier,  Samuel  J.  Tilden  and  Louis  H.  Meyer,  of 
the  City  and  State  of  New  York,  J.  Edgar  Thomson,  of  the  City 
of  Philadelphia,  and  State  of  Pennsylvania,  and  Samuel  Hanna, 
of  the  town  of  Fort  Wayne,  and  State  of  Indiana,  of  the  first  part, 
and  John  Ferguson  and  Samuel  J.  Tilden,  of  the  City  and  State 
of  New  York,  of  the  second  part,  witnesseth  : 

Whereas,  The  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company  is  vested  with  franchises  to  be  a  corporation,  granted 
to  the  said  Company  by  the  States  of  Pennsylvania,  Illinois  and 
Indiana,  respectively,  and  has  become  duly  organized  as  a  cor- 


98 

poration,  in  conformity  to  the  provisions  of  the  said  grants,  with 
capacity,  in  its  corporate  character,  to  take,  hold,  and  exercise 
other  franchises,  and  particularly  with  capacity  to  acquire,  hold, 
maintain,  and  operate  the  continuous  railway,  extending  from 
Pittsburgh,  in  the  State  of  Pennsylvania,  to  Chicago,  in  the  State 
of  Illinois,  commonly  known  as  the  Pittsburgh,  Fort  Wayne 
AND  Chicago  Railroad,  together  with  its  equipments  and  ap- 
purtenances. 

And  whereas^  the  said  Company  has  agreed  with  the  parties 
of  the  first  part,  to  buy  the  aforesaid  railway,  and,  in  evidence  of 
a  portion  of  the  consideration  for  the  same,  has  made  and  delivered 
to  the  parties  of  the  first  part,  its  bonds,  amounting  in  the  aggre- 
gate to  the  sum  of  five  njillions  and  one  hundred  and  sixty  thou- 
sand dollars  ;  all  of  which  bonds  bear  date  on  the  first  day  of 
March,  in  the  year  one  thousand  eight  hundred  and  sixty-two, 
and  are  payable  at  the  oSice  or  agency  of  the  said  Company,  in 
the  City  of  New  York,  upon  the  first  day  of  July,  in  the  year  one 
thousand  nine  hundred  and  twelve,  and  are  redeemable,  at  the 
option  of  the  Company,  at  any  time  after  the  first  day  of  July, 
one  thousand  eight  hundred  and  sixty-seven,  on  any  day  on 
which  a  half-yearly  installment  of  interest  shall  fall  due,  and  are 
convertible,  at  the  option  of  the  holders  thereof,  upon  any  such 
day,  into  bonds,  to  be  issued  and  secured  in  the  same  manner  as  the 
said  bonds,  but  bearing  interest  at  the  rate  of  six  per  cent.,  and 
irredeemable,  except  by  a  sinking  fund  of  one  per  cent,  per  annum, 
on  the  whole  amount  of  the  said  six  per  cent,  bonds,  which  shall 
have  been  issued,  to  be  reserved  and  applied  in  the  manner  here- 
inafter specified  ;  all  of  which  bonds  originally  issued  as  afore- 
said bear  interest,  after  the  first  day  of  April,  1862,  at  the  rate 
of  seven  per  centum,  per  annum,  payable  semi-annually,  at  the 
ofiice  or  agency  of  the  said  Company,  in  the  City  of  New  York  ; 
of  which  bonds  seven  hundred  and  sixty,  numbered,  consecutively, 
from  1  to  760,  inclusively,  are  each  for  one  thousand  dollars ; 
and  two  hundred,  numbered,  consecutively,  from  761  to  960, 
inclusively,  are  each  for  five  hundred  dollars ;  and  forty-three 
hundred,  numbered,  consecutively,  from  961  to  6,260,  inclu- 
sively, are  each  for  one  thousand  dollars  ;  and  the  interest  on 
all  of  which  said  bonds  is  payable  as  follows,  that  is  to  say  :  The 
interest  on  nine  hundred  and  sixty  of  the  said  bonds,  numbered, 
consecutively,  from  1  to  960,  inclusively,  is  payable  on  the  first 
days  of  January  and  July  in  each  year;  the  interest  on  eight 


99 

hundred  and  sixty  of  the  said  bonds,  numbered,  consecutively, 
from  961  to  1,820,  inclusively,  is  payable  on  the  first  days  of 
February  and  August  in  each  year;  the  interest  on  eight  hun- 
dred and  sixty  of  the  said  bonds,  numbered,  consecutively,  from 
1,821  to  2,680,  inclusively,  is  payable  on  the  first  days  of  March 
and  September  in  each  year;  the  interest  on  eight  hundred  and 
sixty  of  the  said  bonds,  numbered,  consecutively,  from  2,681  to 
3,540,  inclusively,  is  payable  on  the  first  days  of  April  and 
October  in  each  year ;  the  interest  on  eight  hundred  and  sixty 
of  the  said  bonds,  numbered,  consecutively,  from  3,541  to  4,400, 
inclusively,  is  payable  on  the  first  days  of  May  and  November  in 
each  year ;  and  the  interest  on  eight  hundred  and  sixty  of  the 
said  bonds,  numbered,  consecutively,  from  4,401  to  5,260,  inclu 
sively,  is  payable  on  the  first  days  of  June  and  December  in  each 
year ;  all  of  which  fifty-two  hundred  and  sixty  bonds  are  of  like 
tenor,  except  as  to  the  days  on  which  the  interest  is  payable,  and 
except  that  the  four  hundred  of  the  said  bonds  numbered,  con- 
secutively, from  1  to  400,  inclusively,  have,  in  case  of  a  sale  of  the 
mortgaged  property,  a  preference  in  the  application  of  the  pro- 
ceeds thereof  as  hereinafter  provided ;  and  all  of  which  fifty-two 
hundred  and  sixty  bonds  are  in  the  form  following : 

No. .     UNITED  STx\TES  OF  AMERICA.    $ . 

"  States  of  Pennsylvania^  Ohio,  Indiana,  and  Illinois. 

u  PiTTSBUKGH,    FoRT    WayNE   AND     ChICAGO    RaILWAY     CoMPANY. 

"'  Second  Mortgage  Bond. 

"  Know  all  men  by  these  presents,  that  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company  are  indebted  to  John 
Ferguson  and  Samuel  J.  Tilden,  of  the  City  of  New  York,  or 
bearer,  in  the  sum  of  dollars,  lawful  money  of  the 

United  States  of  America,  which  the  said  Company  promise  to 
pay  to  the  said  John  Ferguson  and  Samuel  J.  Tilden,  or  to  the 
bearer  hei'eof,  on  the  first  day  of  July,  in  the  year  one  thousand 
nine  hundred  and  twelve,  at  the  office  or  agency  of  the  said 
Company,  in  the  City  of  New  York,  with  interest  thereon,  after 
the  first  day  of  April,  1862,  at  the  rate  of  seven  per  centum  per 
annum,  payable,  semi-annually,  at  the  said  office  or  agency  in  the 
City  of  New  York,  on  the  first  days  of  and 

in  each  year,  on  the  presentation  and  surrender  of  the  annexed 
coupons  as  they  severally  become  due ;  and  in  case  of  th^  non- 


100 

payment  of  any  half-yearly  installment  of  interest,  which  shall 
have  become  payable,  and  shall  have  been  demanded,  if  such  de- 
fault shall  continue  for  three  months  after  the  maturity  of  the 
said  installment,  the  principal  of  this  bond  shall  become  due  in 
the  manner  and  with  the  effect  provided  in  the  deed  of  trust 
hereinafter  mentioned.  But  it  is  hereby  provided  that,  at  any 
time  after  the  first  day  of  July,  one  thousand  eight  hundred  and 
sixty-seven,  the  said  Company,  on  any  day  on  whi-ch  a  half-yearly 
installment  of  interest  shall  fall  due,  may  at  their  option  redeem 
at  par  the  principal  of  this  bond.  And  it  is  further  agreed,  that 
this  bond  is  convertible,  at  the  option  of  the  holder,  upon  any  day 
upon  which  any  such  installment  of  interest  shall  become  payable, 
into  a  bond,  to  be  issued  and  secured  in  the  same  manner  as  this 
bond,  but  bearing  interest  at  the  rate  of  six  per  cent;,  and  irre- 
deemable, except  by  a  sinking  fund  of  one  per  cent,  per  annum 
on  the  whole  amount  of  the  said  rAx  per  cent,  bonds  which  shall 
have  been  issued,  to  be  reserved  and  applied  in  the  manner  spe- 
cilied  in  the  said  deed  of  trust. 

"  This  bond  is  one  of  series  of  an  issue  composed  of  series 
G  (consisting  of  seven  hundred  and  sixty  bonds,  for  one  thou- 
sand dollars  each,  and  two  hundred  bonds  for  five  hundred 
dollars  each)  ;  and  of  series  H,  I,  K,  L  and  M  (consisting 
severally  of  eight  hundred  and  sixty  bonds,  for  one  thousand 
dollars  each),  which  issue  of  five  thousand  two  hundred  and 
sixty  bonds  are  numbered  from  one  to  five  thousand  two  hundred 
and  sixty,  inclusively,  and  amount,  in  the  aggregate,  to  five  mil- 
lions one  hundred  and  sixty  thousand  dollars ;  all  of  which 
bonds  bear  date  on  the  first  day  of  March,  1862,  and  are  of  like 
tenor,  except  that  the  coupons  of  the  six  several  series  mature  on 
the  first  days  of  the  six  successive  months  of  each  half  year,  and 
that  the  four  hundred  bonds  of  series  G,  numbered  from  one  to 
four  hundred,  inclusively,  have,  in  case  of  a  sale  of  the  mortgaged 
property,  a  preference  in  the  application  of  the  proceeds 
thereof ;  the  payment  of  all  of  which  bonds  is  secured  by  a  deed 
of  trust,  dated  the  first  day  of  March,  1862,  duly  executed  and 
delivered  by  James  F.  D.  Lanier,  Samuel  J.  Tilden,  Louis  H. 
Meyer,  J.  Edgar  Thomson,  and  Samuel  Hanna,  to  John  Fer- 
guson and  Samuel  J.  Tilden,  Trustees,  and  conveying  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway,  and  the  equipments, 
appurtenances  and  things  therein  described,  subject  to  the  prior 
lien  thereon  created  by  a  deed  of  trust  between  the  same  parties, 


101 

and  bearing  the  same  date,  given  to  secure  $5,250,000  of  First 
Mortgage  Bonds  of  the  said  Company. 

"  And  this  bond  is  also  entitled  to  the  benefits  of  the  si^iking 
fund  by  the  said  deed  of  trust  provided. 

'^  The  person  appearing  on  the  voting  bond-register  of  the 
said  Company  as  the  holder  of  this  bond,  at  the  time  of  any 
meeting  of  the  stockholders  of  the  said  Company,  will  be  en- 
titled to  one  vote  at  such  meeting  for  every  two  hundred  dollars 
of  the  par  amount  hereof.  The  right  to  vote  upon  this  bond 
is  transferable  on  the  written  order  of  the  person  last  registered 
as  its  holder,  or  on  the  production  of  the  bond  by  the  holder. 

"  It  is  agreed  between  the  said  Company  and  the  holder  of 
this  bond,  that  no  recourse  shall  be  had  for  its  payment  to  the 
individual  liability  of  any  stockholder  of  the  said  Company  ;  and 
that,  in  case  of  any  default  in  the  payment  hereof,  the  said  Com- 
pany hereby  waives  the  benefit  of  any  extension,  stay,  or  ap- 
praisement laws,  now  existing  or  that  may  hereafter  exist. 

"  This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books 
of  the  Company  ifi  the  City  of  New  York.  After  a  registration 
of  ownership,  certified  hereon  by  the  transfer  agent  of  the  Com- 
pany, no  transfer  except  on  the  books  of  the  Company  shall  be 
valid,  unless  the  last  transfer  be  to  bearer,  which  shall  restore 
ti-ansferability  by  delivery.  But  this  bond  shall  continue  sub- 
ject to  successive  registrations  and  transfers  to  bearer,  as  afore- 
said, at  the  option  of  each  holder. 

"  This  bond  shall  not  become  obligatory  until  it  shall  have 
been  authenticated  by  a  certificate  endorsed  hereon  and  duly 
signed  by  the  Trustees. 

In  Witness  Whereof,  the  said  Company  have  cansed 
their  corporate  seal  to  be  hereunto  affixed,  and  the 
same  to  be  attested  by  the  signatures  of  their.  Pres- 
ident and  Secretary,  and  have  also  caused  the  coup- 
ons hereto  annexed  to  be  signed  by  their  Secretary, 
on  this  first  day  of  March,  in  the  year  one  thousand 
eight  hundred  and  sixty-two. 


President. 


7 

Secretary, 


And  whereas,  provision  is  herein  made  for  the  issue  of  bonds 


W2 

bearing  interest  at  the  rate  of  six  per  centum  per  annum,  but 
irredeemable,  except  by  a  special  sinking  fund  herein  established, 
into  which  the  bonds  hereinbefore  described  may  be  converted, 
at  the  option  of  the  respective  holders  thereof,  in  the  manner 
and  on  the  conditions  herein  prescribed. 

ATid  whereas^  the  intention  of  these  presents  is,  and  is  hereby 
declared  to  be,  that  all  of  the  said  bonds,  whether  of  the  original 
seven  per  cent,  issue  or  of  the  subsequent  six  per  cent,  issue,  for 
the  purpose  of  conversion  as  aforesaid,  shall  be  equally  secured 
by  these  presents,  in  proportion  to  the  amount  of  the  principal 
thereof  unpaid,  with  the  interest  on  the  said  principal  accrued 
and  unpaid,  without  discrimination  or  preference,  with  reference 
to  the  times  of  the  actual  issue  of  the  said  bonds,  or  of  the  ma- 
turing of  the  principal  thereof,  or  the  maturing  of  any  interest 
which  shall  have  accrued  thereon,  or  other  preference,  except- 
ing only  the  preference  in  the  application  of  the  proceeds  of  sale  of 
the  mortgaged  property,  hereinafter  provided,  in  favor  of  the 
four  hundred  bonds  numbered  from  one  to  four  hundred,  inclu- 
sively. 

Kow  THIS  Indenture  witnesseth.  That  the  parties  of  the  first 
part,  in  consideration  of  the  premises,  and  of  one  dollar  to  them 
in  hand  paid,  the  receipt  whereof  is  hereby  acknowledged,  and 
in  order  to  secure  the  payment  of  the  principal  and  interest  of 
the  bonds  aforesaid,  issued  or  to  be  issued,  as  herein  recited  and 
provided,  and  every  part  of  the  said  principal  and  interest,  as  the 
same  shall  become  payable,  according  to  the  tefior  of  the  said 
bonds  and  of  the  coupons  thereto  annexed,  have  granted,  bar- 
gained and  sold,  and  do,  by  these  presents  grant,  bargain,  sell, 
convey  and  transfer,  unto  the  parties  of  the  second  part,  all  the 
right,  title  and  interest  of  them,  the  parties  of  the  first  part,  and 
of  any  or  either  of  the  said  parties,  acquired  by  virtue  of  a  deed, 
bearing  date  the  eighteenth  day  of  February,  1862,  and  made  to 
the  parties  hereto  of  the  first  part  by  John  Ferguson  and  Thomas 
E.Walker,  both  of  the  City  and  State  of  New  York,  Trustees  and 
Special  Master  Commissioners,  in  pursuance  of  decrees  of  the 
Circuit  Courts  of  the  United  States  for  the  Northern  District  of 
Ohio,  the  Western  District  of  Pennsylvania,  the  District  of  In- 
diana, and  the  Northern  District  of  Illinois,  in  causes  in  Chan- 
cery in  the  said  Courts  then  depending,  wherein  Charles  Moran 
and  others  were  complainants,  and  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railroad  Company  and  others  were  defendants,  or 


103 

acquired,  by  virtue  of  a  deed  bearing  date  the  twenty-sixth  day 
of  Februaay,  1862,  made  to  the  parties  hereto  of  the  first  part, 
by  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company, 
pursuant  to  the  aforesaid  decrees  of,  in,  and  to  all  and  singular 
the  continuous  railway  extending  from  its  eastern  terminus,  in 
Pittsburgh,  in  the  State  of  Pennsylvania,  to  Chicago,  in  the  State 
of  Illinois,  and  commonlv  known  as  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railroad  or  Railway,  including  all  the  railways, 
ways  and  rights  of  way,  depot  grounds  and  other  lands ;  all  tracks, 
bridges,  viaducts,  culverts,  fences  and  other  structures ;  all  depots, 
station-houses,  engine-houses,  car-houses,  freight-houses,  wood- 
houses  and  other  buildings ;  and  all  machine  shops  and  other 
shops,  held  or  acquired  for  use  in  connection  with  the  said  rail- 
way, or  the  business  thereof  ;  and  including  also  all  locomotives, 
tenders,  cars  and  other  rolling  stock  or  equipment ;  and  all  ma- 
chinery, tools,  implements,  fuel  and  materials  for  the  constructing, 
operating,  repairing  or  replacing  the  said  railway,  or  any  part 
thereof,  or  any  of  its  equipments  or  appurtenances  ;  and  also  all 
franchises  connected  with  or  relating  to  the  said  railway,  or  the 
construction,  maintenance  or  use  thereof ;  and  all  the  property, 
franchises,  rights  and  things,  of  whatever  name  or  nature,  which 
were  conveyed  by  the  aforesaid  deeds  of  the  said  Trustees  and 
Master  Commissioners,  and  of  the  said  Company,  to  the  parties  of 
the  first  part  hereto ;  subject,  nevertheless,  to  a  certain  deed  of 
trust  or  mortgage,  bearing  even  date  herewith,  made  by  the 
parties  of  the  first  part  to  the  parties  of  the  second  part  hereto, 
for  the  purpose  of  securing  the  payment  of  bonds  of  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Conipany,  known  as 
First  Mortgage  Bonds,  amounting,  in  the  aggregate,  to  five  mil- 
lions and  two  hundred  and  fifty  thousand  dollars  ;  and  also  suh- 
ject  as  to  so  much  of  the  said  railroad  lying  between  the  Federal 
street  Station,  in  Allegheny  City,  in  the  State  of  Pennsylvania, 
and  the  passenger  depot  of  the  Pennsylvania  Railroad,  on  Lib- 
erty street,  in  Pittsburgh  City,  in  said  State,  and  of  the  other 
property  connected  therewith,  as  is  embraced  within  a  certain 
mortgage  made  by  the  Ohio  and  Pennsylvania  Railroad  Company 
*  to  Thomas  T.  Firth,  of  the  City  of  Philadelphia,  and  Reuben 
Miller,  Jr.,  of  the  City  of  Pittsburgh,  bearing  date  May  6th,  1856, 
to  the  lien  created  by  the  said  mortgage  ;  and  svhject  also  as  to  the 
rights  of  way,  depot  grounds,  lots  and  premises  in  the  City  and 
vicinity  of   Chicago,  purchased  during  the  pendency  of  the  said 


104 

causes,  in  which  Charles  Moran  and  others  are  complainants,  and 
the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Com- 
pany and  others  are  detendants,  as  aforesaid,  by  the  agency  of 
the  Receiver  in  the  said  causes,  to  the  lien  of  the  vendors  for  the 
purchase  money  of  the  same  ;  and  subject  also  as  to  any  real  es- 
tate iijcluded  in  the  aforesaid  sale  by  the  said  Trustees  and  Mas- 
ter Commissioners  to  the  lien,  if  any  such  exists,  of  any  vendor 
or  former  owner  of  said  real  estate,  not  otherwise  provided  to  be 
paid  by  the  decrees  or  orders  in  the  said  causes ;  Pi^ovided^ 
nevertheless^  and  it  is  the  true  intent  and  meaning  of  these  pres- 
ents, that  nothing  herein  contained  shall  be  construed  to  express 
or  imply  any  covenant  by  the  parties  of  the  first  part,  or  either  of 
them,  but  that  this  instrument  shall  operate  to  convey,  in  behalf 
of  the  said  parties,  all  the  estates  and  interests  in  the  railway  and 
appurtenances,  property,  rights,  franchises,  and  things  hereinbe- 
fore described,  which  the  said  parties,  or  either  of  them,  might 
hold  by  virtue  of  the  aforesaid  conveyances,  and  which  the  said 
parties,  each  for  himself,  and  not  one  for  the  other,  can  lawfully 
convey,  and  no  more  ;  and  that  the  said  estates  and  interests  are 
hereby  charged  with  and  shall  pass,  by  virtue  of  these  presents, 
suhject  to  the  payment  of  all  liabilities  incurred  in  respect  to  the 
said  railway,  or  its  business,  by  the  said  parties  of  the  first  part, 
during  their  possession  of  the  said  railway  :  Together  with  all 
and  singular  the  tenements,  hereditaments,  and  appurtenances 
thereunto  belonging,  or  in  anywise  appertaining,  and  the  reversions, 
i-emainders,  tolls,  incomes,  rents,  issues,  and  profits  thereof;  and 
also  all  the  estate,  right,  title,  interest,  property,  possession,  claim 
and  demand  whatsoever,  as  well  in  law  as  in  equity,  of  the  said 
parties  of  the  first  part  of,  in,  and  to  the  same,  and  any  and 
every  part  thereof,  with  the  appurtenances;  To  have  and  to 
hold  the  above  described  premises  and  appurtenances,  subject  as 
aforesaid,  unto  the  said  parties  of  the  second  part,  as  joint  ten- 
ants, and  not  as  tenants  in  common,  and  the  survivor  of  them, 
and  to  the  heirs  and  assigns  of  such  survivor,  to  the  only  proper 
use  and  behoof  of  the  said  parties  of  the  second  part,  and  of  the 
survivor  of  them,  and  of  the  heirs  and  assigns  of  such  survivor  ; 
in  trust,  nevertheless,  for  the  purposes  herein  expressed,  to  wit : 

Article  First. —  Until  default  shall  be  made  in  the  payment 
of  principal  or  interest  of  the  said  bonds,  or  some  of  them,  or 
until  default  shall  be  made  in  respect  to  something  herein  re- 
quired to  be  done  or  kept  by  the  Pittsburgh,  Fort  Wayne  and 


105 


Chicago  Railway  Company,  the  said  Pittsburgh,  Fort  Wayne  and 
Cliicago  Eailway  Company  shall  be  sufiFered  'and  permitted,  to 
possess,  manage,  operate,  and  enjoy  the  said  railway  from  Pitts- 
burgli  to  Chicago,  with  its  equipments  and  appurtenances,  and  to 
take  and  use  the  rents,  incomes,  profits,  tolls,  and  issues  thereof, 
in  the  same  manner  and  with  the  same  effect  as  if  this  deed  had 
not  been  made. 

Article  Second. — In  case  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  of  the  aforesaid  bonds  issued  or  to  be 
issued,  according  to  the  tenor  of  the  coupons  thereto  annexed,  or 
in  any  payment  required  to  be  made  into  the  special  sinking  fund 
herein  provided,  or  in  any  requirement  to  be  done  or  kept. by  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  and  if 
such  default  shall  continue  for  the  period  of  three  months,  it 
shall  be  lawful  for  the  said  Trustees,  or  the  survivor  of  them,  or 
their  or  his  successors,  personally  or  by  their  or  his  attorneys  or 
agents,  to  enter  into  and  upon  all  and  sino;ular  the  premises  here- 
by convjeyed,  or  intended  so  to  bfe,  and  each  and  every  part 
thereof ;  and  to  have,  hold  and  use  the  same,  operating,  by  their 
or  his  superintendents,  managers,  receivers,  or  servants,  or  other 
attorneys  or  agents,  the  said  railway,  and  conducting  the  business 
thereof,  and  making  from  time  to  time  all  repairs  and  replacements, 
and  such  useful  alterations,  additions  and  improvements  thereto  as 
may  seem  to  theni  or  him  to  be  judicious ;  and  to  collect  and  re- 
ceive all  tolls,  freights,  incomes,  rents,  issues  and  profits  of  the 
same,  and  of  every  part  thereof;  and  after  deducting  the  ex- 
penses of  operating  the  said  railway  and  conducting  its  business, 
and  of  all  the  said  repairs,  replacements,  alterations,  additions, 
and  improvements,  and  all  payments  which  may  be  made  for 
taxes,  assessments,  charges,  or  liens  prior  to  the  lien  of  these 
presents  upon  the  said  premises,  or  any  part  thereof,  as  well  as 
a  just  compensation  for  their  or  his  own  services,  to  apply  the 
moneys  arisijig  as  aforesaid  to  the  payment  of  interest,  in  the 
order  in  which  such  interest  shall  have  become  or  shall  become 
due,  ratably  to  the  persons  holding  the  coupons  evidencing  the 
right  to  such  interest,  and  to  the  payment,  in  like  order,  of  the 
corresponding  contributions  to  the  special  sinking  fund  herein 
established  for  the  six  per  cent,  bonds ;  and,  after  paying  all  in- 
terest which  shall  have  become  due,  and  all  the  said  contributions 


106 

to  the  special  sinking  fund,  to  apply  the  same  to  the  satisfaction 
of  the  principal  of  the  aforesaid  bonds  of  the  original  and  sub- 
stituted issues,  which  may  be  at  that  time  unpaid,  ratably  and 
without  discrimination  or  preference. 

Article  Third. — In  case  default  shall  be  made,  as  aforesaid, 
and  shall  continue  as  aforesaid,  it  shall  likewise  be  lawful  for 
the  said  Trustees,  or  the  survivor  of  them,  or  their  or  his  succes- 
sors, after  entry  as  aforesaid  or  other  entry,  or  without  entry, 
personally  or  by  their  or  his  attorneys  or  agents,  to  sell  and  dis- 
pose of  all  and  singular  the  premises  hereby  conveyed,  or  in- 
tended so  to  be,  at  public  auction,  in  the  City  of  New  York,  or  at 
such  place,  within  any  of  the  States  in  which  any  part  of  the  said 
railway  is  situate,  which  the  said  Trustees  may  designate,  and  at 
such  time  as  tliey  may  appoint,  having  lirst  given  notice  of  the 
place  and  the  time  of  sijch  sale,  by  advertisement,  published  not 
less  than  three  times  a  week  for  six  weeks,  in  one  or  more  news- 
papers in  the  cities  of  New  York,  Pittsburgh,  Chicago,  and  in 
Crestline  and  Fort  Wayne,  or  some  other  places  in  the  judicial 
districts  of  the  United  States  in  which  Crestline  and  Fort  Wayne 
are  situated  ;  or  to  adjourn  the  said  sale,  from  time  to  time,  in 
their  or  his  discretion,  and,  if  so  adjourning,  to  make  the  same  at 
the  time  and  place  to  which  the  same  may  be  so  adjourned,  and 
to  make  and  deliver  to  the  purchaser  or  purchasers  thereof  good 
and  sufficient  deed  or  deeds  in  the  law  for  the  same  in  fee  simple ; 
which  sale,  made  as  aforesaid,  shall  be  a  perpetual  bar,  both  in 
law  and  equity,  against  the  parties  of  the  first  part,  and  all  other 
persons  lawful!}^  claiming  or  to  claim  the  said  premises,  or  any 
part  thereof,  by,  from,  through  or  under  them,  or  any  or  either 
of  them;  and  after  deducting  from  the  proceeds  of  such  sale  just 
allowances  for  all  expenses  of  the  said  sale,  including  attorneys' 
and  counsel  fees,  and  all  other  expenses,  advances,  or  liabilities 
which  may  have  been  made  or  incurred  by  the  said  Trustees  in 
operating  or  maintaining  the  said  railwa3%  or  in  managing  its 
business  while  in  possession,  and  all  payments  which  may  have 
been  made  by  them  for  taxes  or  assessments,  and  for  charges  and 
liens  prior  to  the  lien  of  these  presents  on  the  said  premises,  or 
any  part  thereof,  as  well  as  compensation  for  their  own  services, 
to  apply  the  proceeds  in  the  mantier  following: 

First. — To  the  payment  of  the  principal  of  the  aforesaid 
bonds  of  the  original  seven  per  cent,  issue,  numbered  from  one 


107 

to  four  hundred,  inclusively,  and  such  bonds  of  the  six  per  cent, 
issue  as  may  have  been  substituted  for  bonds  numbered  as  afore- 
said, as  may  be  at  that  time  unpaid,  whether  or  not  the  same 
shall  have  previously  become  due,  without  discrimination  or  pre- 
ference, but  ratably  to  the  aggregate  amount  thereof. 

Secondly. — After  paying  the  principal  of  such  of  the  afore- 
said four  hundred  bonds  as  may  be  at  that  time  unpaid,  to  the 
payment  of  the  principal  of  such  of  the  aforesaid  bonds, 
numbered  from  four  hundred  and  one  to  fiftj-two  hundred 
and  sixty,  inclusively,  of  the  original  issue  and  of  the  sub- 
stituted issne,  whether  or  not  the  same  shall  have  previously 
become  due,  and  of  the  interest  which  shall  at  that  time  have 
accrued  on  the  principal  of  all  the  bonds  secured  hereby  and  be 
unpaid,  without  discrmination  or  preference,  but  ratably  to  the 
aggregate  amount  of  such  unpaid  principal  and  accrued  and  un- 
paid interest. 

And  if,  after  satisfaction  thereof,  a  surplus  of  the  said  pro- 
ceeds shall  remain,  to  apply  such  surplus  according  to  the  provi- 
sions of  a  deed  of  trust, bearing  even  date  herewith,  and  made  by 
the  parties  of  the  first  part  to  the  patrties  of  the  second  part  here- 
to, subject  to  these  presents,  and  to  the  lien  prior  to  these  pres- 
ents, to  secure  two  millions  of  dollars  of  mortgage  bonds  known 
as  income  or  third  mortgage  bonds  of  the  said  Company,  so  far 
as  the  trusts  thereof  shall  be  then  unfulfilled,  or  to  pay  over  so 
much  of  such  surplus  as  may  be  necessary  for  that  purpose  to 
the  Trustees  then  acting  under  the  said  deed ;  and  if,  after  so 
doing,  a  surplus  shall  still  remain,  to  pay  over  the  same  to  the 
said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  or 
to  such  other  parties  as  may  be  entitled  to  receive  the  same. 

And  it  is  hereby  declared,  that  the  receipt  or  receipts  of  the 
said  Trustees  shall  be  a  sufiicient  discharge  to  the  purchaser  or 
purchasers  of  the  premises,  for  his  or  their  purchase  money, 
and  that  such  purchaser  or  purchasers,  his  or  their  heirs,  executors, 
or  administrators,  shall  not,  afterpayment  thereof,  and  having  such 
receipt,  be  liable  to  see  to  its  being  applied  upon  or  for  the 
trusts  and  purposes  of  these  presents,  or  in  any  manner,  whatso- 
ever, be  answerable  for  any  loss,  misapplication,  or  non-applica- 
tion of  such  purchase  money,  or  any  part  thereof,  or  be  obliged 
to  inquire  into  the  necessity,  expediency,  or  authority  of  or  for 
any  such  sale. 


108 

Article  Fourth. — At  any  sale  of  the  aforesaid  property,  or 
any  part  thereof,  whether  made  by  virtue  of  the  power  herein 
granted,  or  by  judicial  authority,  the  Trustees  shall  bid  for  and 
purchase,  or  cause  to  be  bid  for  and  purchased,  the  property  so 
sold,  or  any  part  thereof,  in  behalf  of  all  the  holders  of  the  bonds 
secured  by  this  instrument  and  then  outstanding,  in  the  propor- 
tion of  the  respective  interests  of  such  bondholders,  at  a  reasona- 
ble price,  if  but  a  portion  of  the  said  property  shall  be  sold ;  or 
if  all  of  it  be  sold,  at  a  price  not  exceeding  the  whole  amount  of 
such  bonds  outstanding,  with  the  interest  accrued  thereon. 

Article  Fifth. — In  case  default  shall  be  made  in  the  payment 
of  any  half  year's  interest  on  any  of  the  aforesaid  bonds,  whether 
of  the  original  or  substituted  issues,  at  the  time  and  in  the  man- 
ner in  the  coupon  issued  therewith  provided,  the  said  coupon 
having  been  presented,  and  the  payment  of  the  interest  therein 
specified  having  been  demanded,  and  that  such  default  shall  con- 
tinue for  the  period  of  thi-ee  months  after  the  said  coupon  shall 
have  become  due,  or  in  case  default  shall  be  made  in  the  pay- 
ment to  the  Trustees  of  an}^  part  of  any  semi-annual  installment 
of  the  one  per  cent,  per  annum  for  the  special  sinking  fund 
herein  provided  for  the  redemption  of  the  substituted  issue  of 
six  per  cent,  bonds,  and  such  default  shall  continue  for  the  period 
of  three  months  after  the  said  payment  shall  have  become  due, 
then,  and  in  either  of  such  cases,  the  principal  of  all  the  bonds 
secured  hereby,  whether  of  the  original  or  substituted  issues, 
shall,  at  the  election  of  the  Trustees,  become  immediately  due 
and  payable,  anything  contained  in  the  said  bonds  or  herein  to 
the  contrary  notwithstanding ;  but  a  majority  in  interest  of  the 
holders  of  the  said  bonds  may,  in  writing,  or  by  a  vote  of  a  meet- 
ing duly  held,  instruct  the  Trustees  to  declare  the  said  principal 
to  be  due,  or  to  waive  the  right  so  to  declare,  on  such  terms  and 
conditions  as  such  majority  shall  deem  proper,  or  may  annul  or 
reverse  the  election  of  the  Trustees-;  Provided,  that  no  action  of 
the  Trustees  or  bondholders  shall  extend  to  or  be  taken  to  affect 
any  subsequent  default,  or  to  impair  the  rights  resulting  there- 
from. 

Article  Sixth. — In  any  six  months,  the  first  such  period 
commencing  on  the  first  day  of  January,  1862,  in  which  the  net 
earnings  of  the  said  railway  shall  exceed  the  amount  necessary  to 


109 

pay  the  interest  upon  all  the  bonds  of  the  said  Company,  secured 
by  these  presents,  or  by  either  of  the  two  several  trust  deeds 
bearing  even  dates  herewith,  and  then  outstanding,  including  the 
contribution  to  the  special  sinking  fund  for  the  six  per  cent, 
bonds  herein,  and  in  the  said  first  mortgftge,  provided,  and  a  divi- 
dend of  three  per  cent,  upon  six  millions  and  five  hundred  thou- 
sand dollars  of  the  capital  stock,  such  surplus  shall  be  reserved, 
and  shall,  within  sixty  days  after  the  expiration  of  the  said 
six  months,  be  paid  over  to  the  Trustees  under  the  trust  deed 
known  as  the  first  mortgage,  as  a  sinking  fund  for  the  redemp- 
tion of  the  bonds  secured  by  the  said  trust  deed,  and  by  these 
presents,  and  by  a  trust  deed  herein  mentioned,  creating  a  subse- 
quent lien,  to  be  applied  in  the  manner  in  the  said  first  mortgage 
provided  ;  Provided^  that  after  the  redemption  of  bonds  amount- 
ing in  the  aggregate  to  two  million  and  five  hundred  thousand 
dollars,  the  said  sinking  fund  may  be  limited  to  the  application 
of  not  less  than  one  per  cent,  per  annum  upon  the  aggregate  of 
bonds  outstanding  at  the  time  of  such  limitation  ;  and  the  said 
sinking  fund  may  at  any  time  hereafter  be  varied  in  its  amount ; 
and  the  said  surplus,  or  any  part  thereof,  may,  as  the  same  shall 
from  time  to  time  arise,  be  applied  to  the  improvement  of  the 
said  railway,  its  equipments  and  appurtenances,  in  the  manner  in 
the  said  first  mortgage  provided. 

Article  Seventh. — The  Pittsburgh,  Fort  Wayne  and  Chicago 
Eailway  Company  shall,  from  time  to  time,  prepare  such  bonds 
as  may  be  necessary  for  the  purposes  of  the  exchange  herein  pro- 
vided, which  bonds  shall,  in  their  form,  be  identical  with  those 
originally  issued  in  pursuance  of  these  presents,  except  that  their 
principal  shall  be  irredeemable  otherwise  than  by  the  operation 
of  the  special  sinking  fund  herein  provided — that  they  shall  bear 
interest  at  the  rate  of  six  per  centum  per  annum,  and  that  they 
shall  be  entitled  to  the  benefit  of  the  said  special  sinking  fund, 
in  addition  to  that  herein  provided,  from  the  surplus  earnings  of 
the  said  railway ;  which  special  sinking  fund  shall  consist  of  one 
per  cent,  per  annum,  upon  the  aggregate  amount  of  six  per  cent, 
bonds  issued  in  substitution  for  the  seven  per  cent,  bonds  hereby 
secured,  from  the  days  when  the.  last  preceding  coupon,  at  the 
rate  of  seven  per  cent.,  matured,  which  one  per  cent,  shall  be 
paid  to  the  Trustees  in  semi-annual  installments  of  one-half  of  one 
per  cent.,  upon  the  days  on  which  the  semi-annual  installments  of 


110 

six  per  cent,  interest  shall  be  payable.  The  holder  of  any  seven 
per  cent,  bond  of  the  original  issue  secured  by  these  presents 
shall  be  entitled,  after  the  first  day  of  July,  1867,  to  convert 
such  bond  into  a  six  per  cent,  bond  of  the  issue  herein  provided, 
by  notifying  in  writing  the  Company,  on  any  day  on  which  any 
semi-annual  installment  of  interest  on  the  said  bonds  shall  be 
payable,  of  his  desire  so  to  convert  the  said  bond ;  and  on  de- 
positing the  said  bond  with  the  said  Company  for  conversion,  it 
shall  be  the  duty  of  the  Company,  within  a  reasonable  period,  to 
duly  execute  a  six  per  cent,  bond  for  exchange,  and  of  the 
Trustees  for  the  time  being  to  countersign  and  deliver  to  the  Com- 
pany such  six  per  cent,  bond,  upon  the  cancellation  of  the  seven 
per  cent,  bond ;  which  cancellation  shall  be  made  in  such  manner 
as  the  Trustees  may  direct,  and  shall  be  recorded  by  the  Company. 
Conversions  may  be  made  on  such  other  notice  as  may  be  satis- 
factory to  the  Company  and  the  Trustees;  but  such  conversions 
shall,  in  all  cases,  be  as  of  the  date  of  the  maturity  of  the  last 
preceding  coupon  of  the  bonds  so  converted.  The  moneys 
coming  into  this  special  sinking  fund  for  the  redemption  of  the 
six  per  cent,  bonds  shall  be  deposited  in  some  safe  depository  in 
the  City  of  New  York,  and  as  often  as  the  moneys  in  the  sinking 
fund  derived  from  the  conversion  of  bonds  made  on  or  as  of 
any  particular  date  shall  amount  to  a  sum  sufficient  to  redeem 
one  or  more  such  bonds,  the  said  moneys  shall,  without  unrea- 
sonable delay,  be  applied  to  the  redemption  of  bonds  converted 
at  or  as  of  the  said  date,  as  follows : 

The  Trustees  shall  designate  by  lot  so  many  of  the  bonds  as 
they  may  have  money  to  pay,  and  shall  give  notice  of  the  num- 
bers designated,  personally,  to  any  owner  or  holder  of  the  bonds 
known  to  them,  and  by  advertisement  in  one  or  more  daily  news- 
papers in  the  City  of  New  York,  once  a  week,  until  the  date  of  the 
next  interest  payment,  if  any  owner  or  holder  of  the  said  bonds 
is  unknown  to  them ;  and,  on  presentation  and  delivery  of  the 
said  bonds,  shall  apply  the  money  so  received  by  them  to  the 
payment  thereof.  And  all  future  interest  on  any  of  the  said 
bonds,  not  presented  and  delivered  on  or  before  the  date  of  the 
said  next  interest  payment,  shall  cease  from  and  after  such  date, 
and  the  Company  shall  be  no  longer  liable  for  the  said  interest. 
The  Trustees  shall,  without  unreasonable  delay,  cancel  the  bonds 
80  redeemed  by  them,  and  return  such  bonds  to  the  Company  ; 
and  the  Trustees  and  the  Company  shall  keep  separate  registries 


Ill 

of  all  the  bonds  so  redeemed  or  so  designated  for  redemption  ; 
and  the  registry  of  the  Company  shall  be,  at  all  reasonable  times, 
open  to  the  inspection  of  each  of  the  bondholders  and  stockhold- 
ers of  the  Company,  and  the  numbers  and  amounts  of  the  bonds 
so  redeemed  or  designated  for  redemption  shall  be  reported  by 
the  Company  in  each  annual  statement  made  to  the  stockholders, 
and  the  canceled  bonds  shall,  on  the  request  of  the  meeting  of 
the  stockholders,  be  produced  and  exhibited. 

Article  Eighth. — The  aggregate  amount  of  the  capital  stock 
of  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, outstanding  at  any  one  time,  shall  never  exceed,  in  par 
value,  six  millions  and  five  hundred  thousand  dollars,  unless  the 
holders  of  bonds  secured  by  these  presents  shall  have,  by  a  vote 
at  a  meeting  duly  held,  expressly  consented  to  such  increase. 

Article  Ninth.— The  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company  shall,  from  time  to  time,  and  at  all  times  here- 
after, and  as  often  as  thereunto  requested  by  the  Trustees,  execute, 
deliver,  and  acknowledge  all  such  further  deeds,  conveyances, 
and  assurances  in  the  law,  for  the  better  assuring  unto  the  Trustees 
and  their  successors  in  the  trust  hereby  created,  upon  the  trusts 
herein  expressed,  the  railway,  equipments,  and  appurtenances 
hereinbefore  mentioned,  or  intended  so  to  be,  and  all  other  prop- 
erty and  things  whatsoever,  which  may  be  hereafter  acquired  for 
use  in  connection  with  the  same,  or  any  part  thereof,  ^nd  all 
franchises  now  held  or  hereafter  acquired,  including  the  fran- 
chise to  be  a  corporation,  as  by  the  Trustees,  or  the  survivor  of 
them,  or  their  successors,  or  by  tlieir  or  his  counsel  learned  in 
the  law,  shall  be  reasonably  advised,  devised  or  required. 

Article  Tenth. — The  Trustees  shall  have  full  power,  in  their 
discretion,  and  upon  the  written  request  of  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company,  to  convey,  by  way  of  re- 
lease or  otherwise,  to  the  persons  designated  by  the  said  Company, 
the  whole  or  any  part  of  the  lands  situate  in  the  City  of  Chicago, 
and  State  of  Illinois,  and  heretofore  occupied  by  or  purchased 
for  the  use  of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Rail- 
road Company ;  and,  in  order  to  substitute  other  lands,  or  to 
allow  or  aid  the  erection  thereon  of  warehouses  or  other  build- 
ings, to  be  used  in  connection  with  the  business  of  the  said  rail- 
way, or  to  otherwise  facilitate  the  said  business,  shall  have  like 


112 

power  to  convey,  as  aforesaid,  any  lands  acquired  or  held  for  the 
purposes  of  stations,  depots,  shops,  or  other  buildings,  or  the 
uses  connected  therewith;  and  shall  also  have  power  to  convey, 
as  aforesaid,  any  lands  or  property  which,  in  the  judgment  of 
the  Trustees,  shall  not  be  necessary  for  use,  in  connection  with 
the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Kailway,  or  which 
may  have  been  held  for  a  supply  of  fuel,  gravel,  or  other  ma- 
terial ;  and  also  to  convey,  as  aforesaid,  any  lands  which  may  be- 
come disused  by  reason  of  a  change  of  the  location  of  any  sta- 
tion house,  depot,  shop,  oi*  other  building  connected  with  the 
said  railway,  and  such  lands  occupied  by  the  track,  and  adjacent 
to  such  station  house,  depot,  shop,  or  other  building,  as  the  said 
Company  may  deem  it  expedient  to  disuse  or  abandon  by  reason 
of  such  change;  and  to  consent  to  Siuy  such  change,  and  to'such 
other  changes  in  the  location  of  the  track  as  in  their  judgment 
shall  have  become  expedient,  and  to  make  and  deliver  the  con- 
veyances necessary  to  carry  the  same  into  effect ;  but  any  lands 
which  may  be  acquired  for  permanent  use  in  substitution  for 
any  so  released  shall  be  conveyed  to  the  Trustees  upon  the  trusts 
of  these  presents;  and^the  said  Trustees  shall  also  liave  full 
power  to  allow  the  said  Company,  from  time  to  time,  to  dispose 
of,  according  to  their  discretion,  such  portions  of  the  equipments, 
machinery  and  implements,  at  any  time  held  or  acquired  for  the 
use  of  the  said  railway,  as  may  have  become  unfit  for  such  use, 
replacing  the  same  by  new,  which  shall  be  conveyed  to  the  Trus- 
tees, or  be  otherwise  made  subject  to  the  operation  of  these  pres- 
ents. 

Article  Eleventh. — If  the  said  Pittsburo;h,  Fort  Wavne  and 
Chicago  Railway  Company  shall  well  and  truly  pay  the  sums  of 
money  herein  required  to  be  paid  by  the  said  Company,  and  all 
interest  thereon,  at  the  times  and  in  the  manner  herein  specified, 
and  shall  well  and  truly  keep  and  perform  all  tlie  things  herein 
required  to  be  kept  and  performed  by  the  said  Company,  according 
to  the  true  intent  and  meaning  of  these  presents,  then,  and  in  that 
case,  the  estate,  right,  title  and  interest  of  the  said  parties  of  the 
second  part,  and  of  their  successors  in  the  trust  hereby  created, 
shall  cease,  determine,  and  become  void  ;  otherwise  the  same  shall 
be  and  remain  in  full  force  and  virtue. 

Article  Twelfth. — The  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Kailway  Company  shall,  at  all  times  hereafter,  keep  a 


113 

book  at  their  office  or  agency  in  the  City  of  New  York,  which 
shall  be  designated  as  the  Voting  Register  of  the  Second  Mort- 
gage Bondholders ;  and  shall  be  -distinct  from  the  Transfer 
Eegister  of  the  bonds.  Any  holder  of  any  of  the  said  bonds 
shall  be  entitled  to  have  his  name  and  address,  and  the  denomi- 
nation and  tlie  number  of  every  of  the  said  bonds  held  by  him, 
entered  in  such  registry,  on  presenting  at  the  aforesaid  office  or 
agency  a  written  statement  of  the  said  particulars,  signed  by  him- 
self, and,  if  required,  duly  verifying  his  title  thereto  by  producing 
the  bonds,  or  upon  filing  with  the  Company  the  written  order  of 
the  person  last  registered  as  the  holder ;  or  in  such  other  mode  as 
may  be  prescribed  by  the  regulations  for  such  verification.  The 
Trustees  may,  in  the  first  instance,  prescribe  the  said  regulations, 
subject  to  the  power  hereby  declared  of  the  bondholders,  acting 
by  a  majority  in  interest,  to  adopt,  alter,  or  repeal,  from  time  to 
time,  the  said  regulations,  and  generally  to  establish  such  as 
may  seem  to  them  expedient.  Such  registration  shall  authenti- 
cate the  right  of  the  holder  of  every  bond  so  registered,  to  vote 
on  the  said  bond,  as  provided  therein,  at  every  general  and  special 
meeting  of  the  stockholders  of  the  said  Company ;  and  shall 
also  entitle  the  said  holder  to  notice,  in  such  mode  and  form  as 
may  be  fixed  by  regulations  prescribed  or  established  as  afore- 
said, of  all  meetings  of  the  Second  Mortgage  Bondholders.  The 
Trustees,  and  each  of  them,  shall,  at  all  times,  have  free  access  to 
such  book  of  registry,  and  shall,  from  time  to  time,  and  at  all 
times,  on  the  request  in  writing  of  either  of  them,  be  furnished 
with  a  copy  thereof  by  the  said  Company  ;  and  shall  have  a  right 
to  require,  at  their  option,  that  any  act  or  resolution  of  the  said 
bondholders,  affecting  their  duties  or  the  interest  of  the  trust 
hereby  created,  shall  be  authenticated  by  the  signatures  of  all  the 
persons  assenting  thereto,  as  well  as  by  a  minute  of  the  proceed- 
ings of  the  meeting.  Meetings  of  the  Second  Mortgage  Bond- 
holders may  be  called  by  the  Trustees,  or  in  such  other  mode  as 
*  may  be  fixed  by  regulations  prescribed  or  established  as  aforesaid, 
and  the  bondholders  may  vote  thereat  in  person  or  by  proxy; 
and  the  quorum  may  be  defined,  and  such  other  regulations  for 
by-laws,  in  respect  to  such  meetings,  may  be  from  time  to  time 
established,  altered,  or  repealed  by  the  bondholders,  acting  by  a 
majority  in  interest,  as  to  them  shall  seem  expedient ;  and,  until 
the  bondholders  shall  act,  such  powers  may  be  temporarily  exer- 
cised by  the  Trustees. 


114 

Article  Thibteenth. — It  is  hereby  declared  and  agreed,  that 
it  shall  be  the  duty  of  the  Trustees  to  exercise  the  power  of  entry 
hereby  granted,  or  the  power  of  sale  hereby  granted,  or  both,  or 
to  take  appropriate  legal  proceedings  to  enforce  the  rights  of  the 
bondholders  under  these  presents,  upon  the  requisition  in  writing, 
as  hereinafter  specified  as  applicable  to  the  several  cases  of  de- 
fault, in  the  manner  and  subject  to  the  qualifications  hereinafter 
provided,  as  follows  : 

1.  If  the  default  be  as  to  interest  or  principal  of  any  bonds, 
either  of  the  original  seven  per  cent,  issue  or  of  the  substituted 
six  per  cent,  issue,  provided  for  by  these  presents,  or  in  respect 
to  any  installment  of  the  special  sinking  fund  hereby  established 
for  the  redemption  of  the  said  six  per  cent,  bonds,  such  requisi- 
tion upon  the  said  Trustees  shall  be  by  holders  of  not  less  than 
one  hundred  thousand  dollars  in  aggregate  amount  of  the  said 
bonds ;  and  upon  such  requisition  and  a  proper  indemnification 
by  the  persons  making  the  same  to  the  Trustees  against  the  costs 
and  expenses  to  be  by  them  incurred,  it  shall  be  the  duty  of  the 
Trustees  to  enforce  the  rights  of  the  bondholders  under  these 
presents,  by  entry,  sale  or  legal  proceedings,  as  they,  being  ad- 
vised by  counsel  learned  in  the  law,  shall  deem  most  expedient 
for  the  interest  of  all  the  holders  of  the  said  bonds. 

2.  If  the  default  be  in  respect  to  any  payment  into  the  sinking 
fund  established  by  Article  Sixth  of  these  presents,  or  be  in  the 
creation  or  issue  of  capital  stock  by  the  said  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company,  in  excess  of  the  aggregate 
amount  fixed  by  Article  Eighth  of  these  presents,  or  be  in  the 
omission  of  any  act  or  thing,  required  by  Article  Ninth  of  these 
presents,  for  the  further  assuring  of  the  title  of  the  Trustees  to  any 
property  or  franchises,  now  possessed  or  hereafter  acquired,  or  in 
the  omission  to  comply  with  each  and  all  the  provisions  of  Articles 
Seventh  and  Twelfth  of  these  presents,  or  with  any  other  provision 
herein  contained,  to  be  performed  or  kept  by  the  said  Company, 
then,  and  in  either  of  such  cases,  the  requisitions  shall  be  as  afore- 
said ;  but  it  shall  be  within  the  discretion  of  the  Trustees  to  en- 
force or  waive  the  rights  of  the  bondholders  by  reason  of  such 
default,  subject  to  the  power  hereby  declared  of  a  majority  in 
interest  of  the  holders  of  the  said  bonds,  by  requisition  in  writing, 
or  by  a  vote  at  a  meeting  duly  held,  to  instruct  the  said  Trustees 
to  waive  such  default  or  to  enforce  their  rights  by  reason  thereof ; 
provided  that  no  action  of  the  said  Trustees,  or  bondholders,  or 


116 

both,  in  waiving  such  default,  or  otherwise,  shall  extend  to  or  be 
taken  to  affect  any  subsequent  default,  or  to  impair  the  rights  re- 
sulting therefrom. 

Article  Fourteenth. — It  is  mutually  agreed  by  and  between 
the  parties  hereto,  that  the  word  "  Trustees,"  as  used  in  these 
presents,  shall  be  construed  to  mean  the  Trustees  for  the  time 
being,  whether  one  or  both  be  original  or  new ;  and,  whenever  a 
vacancy  shall  exist,  to  mean  the  surviving  or  continuing  Trus- 
tee ;  and  such  Trustee  shall,  during  such  vacancy,  be  competent 
to  exercise  all  the  powers  granted  by  these  presents  to  the  parties 
of  the  second  part.  And  it  is  mutually  agreed  by  and  between 
the  parties  hereto,  as  a  condition  on  which  the  parties  of  the  second 
part  have  assented  to  these  presents,  that  the  said  Trustees  shall 
not  be  in  any  manner  responsible  for  any  default  or  misconduct 
of  each  other;  that  the  said  Trustees  shall  be  entitled  to  just 
compensation  for  all  services  which  they  may  hereafter  render 
in  their  trust,  to  be  paid  by  the  said  Company;  that  either 
of  the  said  Trustees,  or  any  successor,  may  resign  and  discharge 
himself  of  the  trust  created  by  these  presents,  by  notice  in 
writing  to  the  I^ittsburgh,  Fort  Wayne  and  and  Chicago  Kail- 
way  Company,  and  to  the  existing  Trustee,  if  there  be  such, 
three  months  before  such  resignation  shall  take  effect,  or  such 
shorter  time  as  they  may  accept  as  adequate  notice,  and  upon  the 
due  execution  of  the  conveyances  hereinafter  required  ;  that  the 
said  Trustees,  or  either  of  them,  may  be  removed  by  the  vote  of 
a  majority  in  interest  of  the  holders  of  the  aforesaid  bonds,  the 
said  vote  being  had  at  a  meeting  duly  held  of  the  said  bondhold- 
ers, and  attested  by  an  instrument  under  the  hands  and  seals  of 
the  persons  so  voting ;  that  in  case  at  any  time  hereafter  either 
of  the  said  Trustees,  or  any  Trustee  hereafter  appointed,  shall 
die,  or  resign,  or  be  removed  as  herein  provided,  or  by  a  court  of 
competent  jurisdiction,  or  shall  become  incapable  or  unfit  to  act 
in  the  said  trust,  a  successor  to  such  Trustee  shall  be  appointed 
by  the  surviving  or  continuing  Trustee  with  the  consent  of  the 
holders,  for  the  time  being,  of  a  majority  in  interest  of  the  said 
bonds  then  outstanding,  or  the  consent  of  a  meeting,  duly  held, 
of  the  holders  of  the  said  bonds  ;  and  the  Trustee  so  appointed, 
with  the  Trustee  so  surviving  or  continuing,  shall  thereupon  be- 
come vested  with  all  the  powers,  authorities  and  estates  granted 
to  or  conferred  upon  the  parties  of  the  second  part  by  these  pres- 


116 

ents,  and  all  the  rights  and  interests  requisite  to  enable  him  to 
execute  the  purposes  of  this  trust,  without  any  further  assurance 
or  conveyance,  so  far  as  such  effect  may  be  lawful  ;  but  the  sur- 
viving or  continuing  Trustee  shall  immediately  execute  all  such 
conveyances  and  other  instruments  as  may  be  fit  or  expedient  for 
the  purpose  of  assuring  the  legal  estate  in  the  premises,  jointly 
with  himself,  to  the  Trustee  so  appointed  ;  and  upon  the  death, 
resignation  or  removal  of  any  Trustee,  or  any  appointment  in  his 
place  in  pursuance  of  these  presents,  all  his  powers  and  authori- 
ties by  virtue  hereof  shall  cease  ;  and  all  the  estate,  right,  title 
and  interest  in  the  said  premises  of  any  Trustee  so  dying,  resign- 
ing or  being  removed,  shall,  if  there  be  a  co-trustee  surviving 
or  continuing  in  oflSce,  wholly  cease  and  determine ;  but  the 
said  Trustee  so  resigning  or  being  removed,  shall,  on  the  written 
request  of  the  new  Trustee  who  may  be  appointed,  immediately 
execute  a  deed  or  deeds  of  conveyance  to  vest  in  such  new 
Trustee,  jointly  with  the  continuing  Trustee,  and  upon  the  trusts 
herein  expressed,  all  the  property,  rights  and  franchises  which 
may  be  at  that  time  held  upon  the  said  trusts  ;  provided, 
nevertheless,  that  it  is  hereby  declared  and  agreed  that  for 
the  first  vacancy  in  the  trust  hereby  created,  which  may  happen 
as  hereinbefore  provided,  in  respect  to  either  of  the  parties  of  the 
second  part  hereto,  Charles  Lanier,  of  the  City  and  State  of  J^ew 
York,  is  hereby  designated  and  appointed  to  fill  such  vacancy, 
with  the  same  effect  as  if  he  had  been  appointed  in  the  manner 
hereinbefore  specified ;  and  in  case  it  shall  at  any  time  hereafter 
prove  impracticable,  after  reasonable  exertions,  to  appoint  in  the 
manner  hereinbefore  provided,  a  successor  in  any  vacancy  which 
may  have  happened  in  said  trust,  or  in  case  the  trust  shall  be- 
come wholly  vacant,  application,  in  behalf  of  all  the  holders  of 
the  bonds  secured  hereby,  may  be  made  by  the  surviving  or  con- 
tinuing Trustee,  or,  if  the  trust  be  wholly  vacant,  by  holders  of 
the  said  bonds  to  the  aggregate  amount  of  one  hundred  thousand 
dollars,  to  any  Circuit  Court  of  the  United  States  for  any  Judi- 
cial District  in  which  any  part  of  the  aforesaid  I'ailway  may  be 
situate,  for  the  appointment  of  a  new  Trustee  or  new  Trustees. 

In  witness  whereof,  the  parties  of  the  first  part  have  hereunto 
set  their  respective  hands  and  seals,  and  the  parties  of 
the  second  part  have  also  set  their  respective  hands 
and  seals,  for  the  purpose  of  evidencing  their  accept- 


117 

ance  of  the  trust  hereby  created,  on  the  day  and  year 
first  above  written. 

J.  F.  D.  LANIER.  [l.  s.] 

SAMUEL  J.  TILDEN.  [l.  s.] 

*    *♦  LOUIS  H.  MEYER  [l.  s.] 

.     J.  EDGAE  TIIOMSOK  [l.  s.] 

SAMUEL  HANKA.  [l.  s.] 

JOHN  FERGUSON,  [l.  s.] 

SAMUEL  J.  TILDEN,  [l.  s.] 

Signed,  sealed  and  delivered  in  ) 
presence  of  j 

James   P.   Sinnott  and 
John  L.    Drummond. 


4.— THE  THIRD  MORTGAGE. 

This  Indentuee,  made  this  first  day  of  March,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-two,  between 
James  F.  D.  Lanier,  Samuel  J.  Tilden  and  Louis  H.  Meyer,  of 
the  City  and  State  of  New  York  ;  J.  Edgar  Thomson,  of  the  City 
of  Philadelphia,  and  State  of  Pennsylvania;  and  Samuel Hanna, 
of  the  Town  of  Fort  Wayne,  and  State  of  Indiana,  of  the  first 
part,  and  John  Ferguson  and  Samuel  J.  Tilden,  of  the  City 
and  State  of  New  York,  of  the  second  part,  Witnesseth  : 

Whereas,  The  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company  is  vested  with  franchises  to  be  a  corporation,  granted 
to  the  said  Company  by  the  States  of  Pennsylvania,  Illinois,  and 
Indiana,  respectively,  and  has  become  duly  organized  as  a  cor- 
poration in  conformity  to  the  provisions  of  the  said  grantsj  with 
capacity,  in  its  corporate  character,  to  take,  hold  and  exercise 
other  franchises,  and  particularly  with  capacity  to  acquire,  hold, 
maintain  and  operate  the  continuous  railway,  extending  from 
Pittsburgh,  in  the  State  of  Pennsylvania,  to  Chicago,  in  the  State 
of  Illinois,  commonly  known  as  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railroad,  together  with  its  equipments  and  appur- 
tenances. 

And  whereas^  the  said  Company  has  agreed  with  the  parties 
of  the  first  part  to  buy  the  aforesaid  railway,  and,  in  evidence  of 
a  portion  of  the  consideration  for  the  same,  has  made  and  de- 


118 

livered  to  the  parties  of  the  first  part  its  bonds,  amounting  in  the 
aggregate  to  the  sum  of  two  millions  of  dollars,  all  of  which 
bonds  bear  date  on  the  first  day  of  March,  in  the  year  one 
thousand  eight  hundred  and  sixty-two,  and  are  payable  at  the 
office  or  agency  of  the  said  Company,  in  the  City  of  New  York, 
at  the  pleasure  of  the  said  Company,  after  the  first  day  of  July, 
in  the  year  one  thousand  nine  hundred  and  twelve ;  and  all  of 
which  bonds  bear  interest  at  such  rate,  not  exceeding  seven  per 
centum  per  annum,  as  the  net  earnings  hereinafter  defined  of 
the  said  railway,  in  each  calendar  year,  may  suffice  to  pay,  after 
satisfying  the  interest  on  the  First  and  Second  Mortgage  Bonds 
of  the  said  Company  ;  such  interest  for  each  calendar  year  upon 
the  said  bonds  being  payable  at  the  office  or  agency  of  the  said 
Company,  in  the  City  of  New  York,  on  the  first  day  of  April, 
after  the  termination  of  such  year  ;  of  which  said  bonds  fifteen 
hundred,  numbered,  consecutively,  from  1  to  1,500,  inclusively, 
are  each  for  one  thousand  dollars,  and  one  thousand,  numbered, 
consecutively,  from  1,501  to  2,500,  inclusively,  are  each  for  five 
hundred  dollars  ;  and  all  of  which  bonds  are  in  the  form  follow- 
ing : 

No.  UNITED  STATES  OF  AMERICA.  $ 

States  of  Pennsylvania,  Ohio,  Indiana,  and  Illinois. 

PITTSBURGH,   FORT  WAYNE  AND  CHICAGO   RAIL- 
WAY COMPANY. 
Income  Bond. 

Know  all  men  hy  these  jpresents,  that  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company  will  pay  to  John  Fergu- 
son and  Samuel  J.  Tilden,  or  assigns,  dollars,  lawful 
money  of  the  United  States  of  America,  at  the  pleasure  of  the 
said  Company,  after  the  first  day  of  July,  1912,  at  the  office  or 
agency  of  said  Company,  in  the  City  of  New  York,  with  interest 
thereon,  after  the  first  day  of  April,  1862,  at  such  rate,  not  ex- 
ceeding seven  per  cent,  per  annum,  as  the  net  earnings  of  the 
said  railway  in  each  calendar  year,  may  suffice  to  pay  on  the  en- 
tire issue  of  which  this  bond  is  a  part,  after  satisfying  the  interest 
upon  the  first  and  second  mortgage  bonds  of  the  said  Company, 
such  interest  on  this  bond  for  each  year  ending  on  each  31st 
day  of  December,  being  payable  at  the  office  or  agency  of  the 


119 

gaid  Company  in  the  City   of  New  York,  on   the  first  day  of 
April,  after  the  termination  of  the  said  year. 

"  This  bond  is  one  of  an  issue  composed  of  a  series  of  fifteen 
hundred  bonds  for  one  thousand  dollars  each,  numbered  from  1 
to  1,500,  inclusively,  and  a  series  of  one  thousand  bonds  for  five 
hundred  dollars  each,  numbered  from  1,501  to  2,500,  inclusively, 
and  amounting  in  the  aggregate  to  two  millions  of  dollars,  all 
bearing  date  on  the  first  day  of  March,  1862,  and  the  payment 
of  which  is  secured  by  a  deed  of  trust,  dated  the  first  day  of 
March,  1862,  duly  executed  and  delivered  by  James  F.  D.  Lanier, 
Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar  Thomson  and 
Samuel  Hanna,  to  John  Ferguson  and  Samuel  J.  Tilden,  Trustees, 
and  conveying  the  Pittsburgh,  Fort  Wayne  and  Chicago  Eail- 
way,  and  the  equipments,  appurtenances  and  things  therein  de- 
scribed, subject  to  the  prior  liens  thereon  created  by  two  deeds 
of  trust  between  the  same  parties,  and  bearing  the  same  date — 
one  given  to  secure  $5,250,000  First  Mortgage  Bonds  of  the  said 
Company,  and  the  other  given  to  secure  $5,160,000  of  Second 
Mortgage  Bonds  of  said  Company. 

"  This  bond  is  also  entitled  to  the  benefits  of  the  sinking  fund 
by  the  said  deed  of  trust  provided. 

"  The  person  appearing  on  the  Eegister  of  the  said  Company 
as  the  holder  of  this  bond,  at  the  time  of  any  meeting  of  the 
stockholders  of  the  said  Company,  will  be  entitled  to  one  vote,  in 
person  or  by  proxy,  at  such  meeting,  for  every  one  hundred  dol- 
lars of  the  par  amount  thereof. 

"  It  is  agreed  between  the  said  Company  and  the  holder  of 
this  bond,  that  no  recourse  shall  be  had  for  its  payment  to  the  in- 
dividual liability  of  any  stockholder  of  the  said  Company,  or  to 
any  liability  of  the  said  Company,  except  for  the  application  of 
the  net  earnings  of  the  said  railway,  as  defined  and  provided  in 
the  deed  of  trust  by  which  this  bond  is  secured  ;  and  that  in  case 
of  any  default  in  respect  to  the  payment  hereof  the  said  Com- 
pany hereby  waives  the  benefit  of  any  extension,  stay  or  appraise- 
ment laws,  now  existing  or  that  may  hereafter  exist.  This  bond 
shall  pass  by  transfer  on  the  books  of  the  Company  in  the  Gity  of 
New  York,  authenticated  by  the  transfer  agent  of  the  Company. 


120 

"  This  bond  shall  not  become  obligatory  until  it  shall  have 
been  authenticated  by  a  certificate,  endorsed  hereon,  and  duly 
signed  by  the  Trustees. 

"  In  witness  whereof,  the  said  Company  have  caused 
their  corporate  seal  to  be  hereto  affixed,  and  the  same 
to  be  attested  by  the  signatures  of  their  President  and 
Secretary,  on  this  the  first  day  of  March,  in  the  year 
one  thousand  eight  hundred  and  sixty-two. 


President. 


Secretary. 


And  whereaSy  the  intention  of  these  presents  is,  and  is  hereby 
declared  to  be,  that  all  of  the  said  bonds  shall  be  equally  secured 
by  these  presents,  in  proportion  to  the  amount  of  the  principal 
thereof  unpaid,  with  the  interest  on  the  said  principal  accrued 
and  unpaid,  without  discrimination  or  preference,  with  respect  to 
the  times  of  the  actual  issue  of  the  said  bonds,  or  the  maturing 
of  any  interest  which  shall  have  accrued  thereon. 

I^ow  THIS  Indenture  "Witnesseth,  That  the  parties  of  the  first 
part,  in  consideration  of  the  premises,  and  of  one  dollar  to  them 
in  hand  paid,  the  receipt  whereof  is  hereby  acknowledged,  and  in 
order  to  secure  the  payment  of  the  principal  and  interest  of  the 
bonds  aforesaid,  issued  or  to  be  issued,  as  herein  recited  and  pro- 
vided, and  every  part  of  the  said  principal  and  interest,  as  the 
same*  shall  become  payable,  according  to  the  tenor  of  the  said 
bonds,  have  granted,  bargained  and  sold,  and  do  by  these  pres- 
ents grant,  bargain,  sell,  convey  and  transfer,  unto  the  parties  of 
the  second  part,  all  the  right,  title  and  interest  of  them,  the  par- 
ties of  the  first  part,  and  of  any  or  either  of  the  said  parties,  ac- 
quired by  virtue  of  a  deed,  bearing  date  the  eighteenth  day  of 
February,  1862,  and  made  to  the  parties  hereto  of  the  first  part, 
by  John  Ferguson  and  Thomas  E.  Walker,  both  of  the  City  and 
State  of  New  York,  Trustees  and  Special  Master  Commissioners, 
in  pursuance  of  decrees  of  the  Circuit  Courts  of  the  United  States 
for  the  Northern  District  of  Ohio,  the  Western  District  of  Penn- 
sylvania, the  District  of  Indiana,  and  the  Northern  District  of 
Illinois,  in  causes  in  Chancery,  in  the  said  Coui'ts  then  depend- 


121 

ing,  wherein  Charles  Moran  and  others  were  complainants,  and 
the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company  and 
others  were  defendants,  or  acquired  by  virtue  of  a  deed,  bearing 
date  the  twenty-sixth  day  of  February,  1862,  made  to  the  par- 
ties hereto  of  the  first  part,  by  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Kailroad  Company,  pursuant  to  the  aforesaid  decrees, 
of,  in,  and  to  all  and  singular,  the  continuous  railway,  extending 
from  its  eastern  terminus,  in  Pittsburgh,  in  the  State  of  Penn- 
sylvania, to  Chicago,  in  the  State  of  Illinois,  and  commonly 
known  as  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad,  or 
Railway,  including  all  the  railways,  ways,  and  rights  of  way, 
depot  grounds,  and  other  lands,  all  tracks,  bridges, 
viaducts,  culverts,  fences,  and  other  structures,  all  de- 
pots, station-houses,  engine-houses,  car-houses,  freight- 
houses,  wood-houses,  and  other  buildings;  and  all  machine 
shops  and  other  shops,  held  or  acquired  for  use  in  connec- 
tion with  the  said  railway  or  th^  business  thereof,  and  including 
also  all  locomotives,  tenders,  cars,  and  other  rolling  stock,  or 
equipment,  and  all  machinery,  tools,  implements,  fuel,  and  ma- 
terials for  the  constructing,  operating,  repairing,  or  replacing  the 
said  railway,  or  any  part  thereof,  or  any  of  its  equipments  or 
appurtenances;  and  also  all  franchises,  connected  with  or  relat- 
ing to  the  said  railway,  or  the  construction,  maintenance  or  use 
thereof ;  and  also  all  the  property,  franchises,  rights,  and  things, 
of  whatever  name  or  nature,  which  were  conveyed  by  the  afore- 
said deeds  of  the  said  Trustees  and  Master  Commissioners,  and 
of  the  said  Company,  to  the  parties  of  the  first  part  hereto ; 
subject,  nevertheless,  to  a  certain  deed  of  trust  or  mortgage, 
bearing  even  date  herewith,  made  by  the  parties  of  the  first  part 
to  the  parties  of  the  second  part  hereto,  for  the  purpose  of  secur- 
ing the  payment  of  bonds  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Compan}^,  known  as  First  Mortgage  Bonds, 
amounting  in  the  aggregate  to  five  millions  and  two  hundred  and 
fifty  thousand  dollars,  and  subject,  also,  to  a  certain  other  deed 
of  trust  or  mortgage,  bearing  even  date  herewith,  made  by  the 
said  parties  of  the  first  part  to  the  said  parties  of  the  second  part, 
for  the  purpose  of  securing  the  payment  of  bonds  of  the  said 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  known 
as  Second  Mortgage  Bonds,  amounting  in  the  aggregate  to  ^vq 
millions  and  one  hundred  and  sixty  thousand  dollars ;  and  sub- 
ject^ also,  as  to  so  much  of  the  said  railroad,  lying  between  the 


122 

Federal  Street  Station,  in  Alleghany  City,  in  the  State  of  Penn- 
sylvania, and  the  passenger  depot  of  the  Pennsylvania  Railroad 
on  Liberty  street,  in  Pittsburgh  City,  in  said  State,  and  of  the 
other  property  connected  therewith,  as  is  embraced  within  a 
certain  mortgage  made  by  the  Ohio  and  Pennsylvania  Railroad 
Company  to  Thomas  T.  Firth,  of  the  City  of  Philadelphia,  and 
Reuben  Miller,  Jr.,  of  the  City  of  Pittsburgh,  bearing  date  May 
6th,  1856,  to  the  lien  created  by  the  said  mortgage ;  and  subject, 
also,  as  to  the  rights  of  way,  depot  grounds,  lots  and  premises 
in  the  City  and  vicinity  of  Chicago,  purchased  during  the  pen  ■ 
dency  of  the  said  causes,  in  which  Charles  Moran  and  others  are 
complainants,  and  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railroad  Company  and  others  are  defendants,  as  aforesaid,  by 
the  agency  of  the  Receiver  in  the  said  causes,  to  the  lien  of  the 
vendors  for  the  purchase  money  of  the  same  ;  and  subject,  also, 
as  to  any  real  estate  included  in  the  aforesaid  sale  by  the  said 
Trustees  and  Master  Commissioners,  to  the  lien,  if  any  such  exists, 
of  any  vendor  or  former  owner  of  said  real  estate,  not  otherwise 
provided  to  be  paid  by  the  decrees  or  orders  in  the  said  causes : 
Provided,  nevertheless,  and  it  is  the  true  intent  and  meaning  of 
these  presents,  that  nothing  herein  contained  shall  be  construed 
to  express  or  imply  any  covenant  by  the  parties  of  the  first  part, 
or  either  of  them,  but  that  this  instrument  shall  operate  to  con- 
vey, in  behalf  of  the  said  parties,  all  the  estates  and  interests  in 
the  railway  and  appurtenances,  property,  rights,  franchises,  and 
things  hereinbefore  described,  which  the  said  parties,  or  either  of 
them,  might  hold  by  virtue  of  the  aforesaid  conveyances,  and 
which  the  said  parties,  each  for  himself,  and  not  one  for  the  other, 
can  lawfully  convey,  and  no  more  ;  and  that  the  said  estates  and 
interests  are  hereby  charged  with,  and  shall  pass,  by  virtue  of 
these  presents,  subject  to  the  payment  of  all  liabilities  incurred 
in  respect  to  the  said  railway,  or  its  business,  by  the  said  parties 
of  the  first  part  during  their  possession  of  the  said  railway  :  To- 
gether with  all  and  singular  the  tenements,  hereditaments  and 
appurtenances  thereunto  belonging,  or  in  anywise  appertaining, 
and  the  reversions,  remainders,  tolls,  incomes,  rents,  issues  and 
profits  thereof  ;  and  also  all  the  estate,  right,  title,  interest, 
property,  possession,  claim  and  demand  whatsoever,  as  well  in 
law  as  in  equity,  of  the  said  parties  of  the  first  part,  of,  in,  and 
to  the  same,  and  any  and  every  part  thereof,  with  the  appurten- 
ances.    To  have  and  to  hold  the  above-described  premises  and 


123 

appurtenances,  subject  as  aforesaid  unto  the  said  parties  of  the 
second  part,  as  joint  tenants,  and  not  as  tenants  in  common,  and 
the  survivor  of  them,  and  to  the  heirs  and  assigns  of  such  sur- 
vivor, .  to  the  only  proper  use  and  behoof  of  the  said  parties  of 
the  second  part,  and  of  the  survivor  of  them,  and  of  the  heirs 
and  assigns  of  such  survivors,  in  trust,  nevertheless,  for  the 
purposes  herein  expressed,  to  wit : 

Article  First. — Until  default  shall  be  made  in  respect  to 
something  herein  required  to  be  done  or  kept  by  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  Company,  the  said  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  Company  shall  be  suffered  and 
permitted  to  possess,  manage,  operate,  and  enjoy  the  said  rail- 
way from  Pittsburgh  to  Chicago,  with  its  equipments  and  appur- 
tenances, and  to  take  and  use  the  rents,  incomes,  profits,  tolls,  and 
issues  thereof,  in  the  same  manner,  and  with  the  same  effect,  as 
if  this  deed  had  not  been  made. 

Article  Second. — In  case  default  shall  be  made  in  the  appli- 
cation to  the  payment  of  interest  upon  the  aforesaid  bonds,  at  the 
time  and  in  the  manner  in  Article  Ninth  of  these  presents  pre- 
scribed, after  satisfying  prior  liens  as  therein  provided,  of  the 
net  earnings  of  the  said  railway,  for  any  calendar  year,  as  such 
net  earnings  are  defined  in  the  said  Article  Ninth  ;  and  if  such  de- 
fault shall  continue  for  the  period  of  twelve  months,  then,  and 
in  that  case,  upon  the  requisition  of  the  bondholders  secured 
hereby ,  specified  in  the  said  Article  Ninth,  it  shall  be  lawful  for  the 
said  Trustees,  or  the  survivor  of  them,  or  their  and  his  successors, 
personally  or  by  their  or  his  attorneys  or  agents,  to  enter  into  and 
upon,  all  and  singular  the  premises  hereby  conveyed,  or  intended 
so  to  be,  and  each  and  every  part  thereof ;  and  to 'have,  hold  and  use 
the  same,  operating  by  their  or  his  superintendents, managers,  re- 
ceivers, or  servants,  or  other  attorneys  or  agents,  the  said  railway, 
and  conducting  the  business  thereof,  and  making,  from  time  to 
time,  all  repairs  and  replacements,  and  such  useful  alterations, 
additions  and  improvements  thereto,  as  may  seem  to  them  or  him 
to  be  judicious;  and  to  collect  and  receive  all  tolls,  freights,  in- 
comes, rents,  issues  and  profits  of  the  same,  and  of  every  part 
thereof ;  and  after  deducting  the  expenses  of  operating  the  said 
railway  and  conducting  its  business,  and  of  all  the  said  repairs, 
replacements,  alterations,  additions,  and  improvements,  and  all 


124 

payments  which  may  be  made  for  taxes,  assessments,  charges,  or 
liens  prior  to  the  lien  of  these  presents,  upon  the  said  premises, 
or  any  part  thereof,  as  well  as  just  compensation  for  their  or  his 
own  services,  to  apply  the  moneys  arising  as  aforesaid  to  the  pay- 
ment of  interest,  in  the  order  in  which  such  interest  shall  have 
become  or  shall  become  due,  ratablj^  to  the  persons  holding  the 
bonds  entitled  to  such  interest;  and,  after  paying  all  interest 
which  shall  then  be  payable  as  herein  above  provided,  to  apply 
the  same  to  the  satisfaction  of  the  principal  of  the  aforesaid  bonds 
which  may  be  at  that  time  unpaid,  ratably  and  without  discrimi- 
nation or  preference. 

Article  Third. — In  case  default  shall  be  made,  as  aforesaid, 
and  shall  continue  as  aforesaid,  then  and  in  that  case,  upon  re- 
quisition as  aforesaid,  it  shall  likewise  be  lawful  for  the  said  Trus- 
tees, or  the  survivor  of  them,  or  their  or  his  successors,  after  en- 
try as  aforesaid  or  other  entry,  or  without  entry,  personally  or  by 
their  or  his  attorneys  or  agents,  to  sell  and  dispose  of  all  and  sin- 
gular the  premises  hereby  conveyed,  or  intended  so  to  be,  at  pub- 
lic auction  in  the  City  of  New  York,  or  at  such  place,  within  any 
of  the  States  in  which  any  part  of  the  said  railway  is  situate, 
which  the  said  Trustees  may  designate,  and  at  such  time  as  they 
may  appoint,  having  first  given  notice  of  the  place  and  the  time 
of  such  sale,  by  advertisement,  published  not  less  than  three  times 
a  week  for  six  weeks,  in  one  or  more  newspapers  in  the  City  of 
New  York,  Pittsburgh,  Chicago,  and  in  Crestline  and  Fort 
Wayne,  or  some  other  places  in  the  judicial  districts  of  the  United 
States  in  which  Crestline  and  Fort  Wayne  are  situated ;  or  to  ad- 
journ the  said  sale,  from  time  to  time,  in  their  or  his  discretion, 
and,  if  so  adjourning,  to  make  the  same  at  the  time  and  place  to 
which  the  same  may  be  so  adjourned ;  and  to  make  and  deliver, 
to  the  purchaser  or  purchasers  thereof,  good  and  sufficient  deed 
or  deeds  in  the  law  for  the  same  in  fee  simple  ;  which  sale,  made 
as  aforesaid,  shall  be  a  perpetual  bar  both  in  law  and  equity 
against  the  parties  of  the  first  part,  and  all  other  persons  lawfully 
claiming  or  to  claim  the  said  premises,  or  any  part  thereof, 
by,  from,  through,  or  under  them,  or  any  or  either  of  them ;  and 
after  deducting  from  the  proceeds  of  such  sale  just  allowances 
for  all  expenses  of  the  said  sale,  including  attorney's  and  counsel 
fees,  and  all  other  expenses,  advances,  or  liabilities,  which  may 
have  been  made  or  incurred  by  the  said  Trustees  in  operating  or 


125 

maintaining  the  said  railway,  or  in  managing  its  business  while 
in  possession,  and  all  payments  which  may  have  been  made  by 
them  for  taxes  or  assessments,  and  for  charges  and  liens  prior  to 
the  lien  of  these  presents,  on  the  said  premises,  or  any  part  there- 
of, as  well  as  compensation  for  their  own  services,  to  apply  the 
said  proceeds  to  the  payment  of  the  principal  of  such  of  the 
aforesaid  bonds  as  may  be  at  that  time  unpaid,  and  of  the  inter- 
est which  shall  at  that  time  have  accrued  on  the  said  principal 
as  herein  provided,  and  be  unpaid,  without  discrimination  or  pref- 
erence, but  ratably  to  the  aggregate  amount  of  such  unpaid  princi- 
pal, and  accrued  and  unpaid  interest ;  and  if  after  the  satisfaction 
thereof,  a  surplus  of  the  said  proceeds  shall  remain,  to  pay  over 
the  same  to  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Kail- 
way  Company,  or  to  such  other  parties  as  may  be  entitled  to  re- 
ceive the  same. 

And  it  is  hereby  declared  that  the  receipt  or  receipts  of  the 
said  Trustees  shall  be  a  sufficient  discharge  to  the  purchaser  or 
purchasers  of  the  premises,  for  his  or  their  purchase  money,  and 
that  such  purchaser  or  purchasers,  his  or  their  heirs,  executors  or 
administrators,  shall  not,  after  payment  thereof  and  having  such 
receipt,  be  liable  to  see  to  its  being  applied  upon  or  for  the  trusts 
and  purposes  of  these  presents,  or  in  any  manner  howsoever  be 
answerable  for  any  loss,  misapplication,  or  non-application  of  such 
purchase  money,  or  any  part  thereof,  or  be  obliged  to  inquire  into 
the  necessity,  expediency,  or  authority  of  or  for  any  such  sale. 

Article  Fourth. — At  any  sale  of  the  aforesaid  property,  or 
any  part  thereof,  whether  made  by  virtue  of  the  powder  herein 
granted  or  by  judicial  authority,  the  Trustees  shall  bid  for  and 
purchase,  or  cause  to  be  bidden  for  and  purchased,  the  property 
so  sold,  or  any  part  thereof,  in  behalf  of  all  the  holders  of  the 
bonds  secured  by  this  instrument  and  then  outstanding,  in  the 
proportion  of  the  respective  interests  of  such  bondholders,  at  a 
reasonable  price,  if  but  a  portion  of  the  said  property  shall  be 
sold,  or  if  all  of  it  be  sold,  at  a  price  not  exceeding  the  whole 
amount  of  such  bonds  outstanding,  with  the  interest  accrued 
thereon. 

Article  Fifth.— The  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company  shall,  from  time  to  time,  and  at  all  times  here- 
after, and  as  often  as  thereunto  requested  by  the  Trustees,  execute, 


126 

deliver,  and  acknowledge  all  such  further  deeds,  conveyances, 
and  assurances  in  the  law,  for  the  better  assuring  unto  the  Trus- 
tees, and  their  successors  in  the  trust  hereby  created,  upon  the 
trusts  herein  expressed,  the  railway,  equipments,  and  appurte- 
nances hereinbefore  mentioned  or  intended  so  to  be,  and  all 
other  property  and  things  whatsoever,  which  may  be  hereafter 
acquired,  for  use  in  connection  with  the  same  or  any  part  thereof, 
and  all  franchises  now  held  or  hereafter  acquired,  including  the 
franchise  to  be  a  corporation,  as  by  the  Trustees,  or  the  survivor  of 
them,  or  their  successors,  or  by  their  or  his  counsel  learned  in  the 
law,  shall  be  reasonably  advised,  devised,  or  required. 

Article  Sixth. — Every  conveyance,  by  way  of  release  or 
otherwise,  which  may  be  executed  and  delivered  in  pursuance  of 
Article  Tenth  of  the  deed  of  trust,  prioi  in  lien  to  these  presents, 
by  which  the  First  Mortgage  Bonds  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Kailway  Company  are  secured,  shall  operate  to  dis- 
charge the  lands  or  other  property  so  conveyed  from  the  lien  of 
these  presents,  as  fully  and  effectually  as  such  conveyance  shall 
operate  to  discharge  the  same  from  the  lien  of  the  said  trust 
deed ;  and  every  power  or  authority  which  may  be  exercised, 
and  every  act  or  thing  which  may  be  done  or  suffered  by  the 
Trustees  of  the  said  trust  deed,  in  pursuance  of  the  said  Article 
Tenth,  shall  have  the  same  effect  with  respect  to  the  rights  of  the 
holders  of  bonds  secured  by  these  presents,  as  with  respect  to 
the  rights  of  holders  of  bonds  secured  by  the  said  deed  of  trust. 

Article  Seventh, — If  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  shall  well  and  truly  pay  the  sums  of 
money  herein  required  to  be  paid  by  the  said  Company,  and  all 
interest  thereon,  at  the  times  and  in  the  manner  herein  specified, 
and  shall  well  and  truly  keep  and  perform  all  the  things  herein 
required  to  be  kept  or  performed  by  the  said  Company,  accord- 
ing to  the  true  intent  and  meaning  of  these  presents,  then,  and  in 
that  case,  the  estate,  right,  title  and  interest  of  the  said  parties  of 
the  second  part,  and  of  their  successors  in  the  trust  hereby  cre- 
ated, shall  cease,  determine  and  become  void ;  otherwise  the  same 
shall  be  and  remain  in  full  force  and  virtue. 

Article  Eighth. — The  said  Pittsburgh,  Fort  Wayne  and  Chi- 


127 

cago  Railway  Company  shall,  at  all  times  hereafter,  keep,  at  their 
office  or  agency  in  the  City  of  New  York,  a  book  for  the  transfer 
of  its  bonds  ;  and  shall'also  keep  a  transfer  book  at  Pittsburgh,  and 
such  other  places  as  the  said  Company  may  appoint.  And  the  said 
Company  shall  likewise  keep  a  book  at  their  office  or  agency  in 
the  City  of  New  York,  which  shall  be  designated  as  the  Voting 
Register  of  the  Third  Mortgage  Bondholders,  and  shall  be  dis- 
tinct from  the  Transfer  Register  of  the  bonds. 

Any  holder  of  any  of  the  said  bonds  shall  be  entitled  to  have 
his  name  and  address,  and  the  denomination,  and  the  number  of 
every  of  the  said  bonds  held  by  him  entered  in  such  registry,  on 
presenting  at  the  aforesaid  office  or  agency  a  written  statement 
of  the  said  particulars,  signed  by  himself,  and,  if  required,  duly 
verifying  his  title  thereto  by  producing  the  bonds,  or  upon  filing 
with  the  Company  the  written  order  of  the  person  last  registered 
as  the  holder;  or  in  such  other  mode  as  may  be  prescribed  by  the 
regulations  for  such  verification.  The  Trustees  may,  in  the  first 
instance,  prescribe  the  said  regulations,  subject  to  the  power 
hereby  declared  of  the  bondholders,  acting  by  a  majority  in  in- 
terest, to  adopt,  alter,  or  repeal,  from  time  to  time,  the  said  regu- 
lations, and  generally  to  establish  such  as  may  seem  to  them  ex- 
pedient. Such  registration  shall  authenticate  the  right  of  the 
holder  of  every  bond  so  registered,  to  vote  on  the  said  bond  as 
provided  therein,  at  every  general  and  special  meeting  of  the 
stockholders  of  the  said  Company ;  and  shall  also  entitle  the  said 
holder  to  notice,  in  such  mode  and  form  as  may  be  fixed 
by  regulation  prescribed  or  established  as  aforesaid  of  all 
meetings  of  the  Third  Mortgage  Bondholders.  The  Trustees, 
and  each  of  them,  shall  at  all  times  have  free  access  to  such  book 
of  registry,  and  shall,  from  time  to  time,  and  at  all  times,  on  the 
request  in  writing  of  either  of  them,  be  furnished  with  a  copy 
thereof  by  the  said  Company ;  and  shall  have  a  right  to  require, 
at  their  option,  that  an  act  or  resolution  of  the  said  bondholders, 
affecting  their  duties,  or  the  interest  of  the  trust  hereby  preated, 
shall  be  authenticated  by  the  signatures  of  all  the  persons  assenting' 
thereto,  as  well  as  by  a  minute  of  the  proceedings  of  the  meeting. 
Meetings  of  the  Third  Mortgage  Bondholders  may  be  called  by 
the  Trustees,  or  in  such  other  mode  as  may  be  fixed  by  regula- 
tions prescribed  or  established  as  aforesaid,  and  the  bondholders 
may  vote  thereat  in  person  or  by  proxy  ;  and  the  quorum  may  be 
defined,  and  such  other  regulations  or  by-laws,  in  respect  to  such 


128 

meetings  may  be,  from  time  to  time,  established,  altered,  or  re- 
pealed by  the  bondholdeis.  acting  by  a  majority  in  interest,  as  to 
them  shall  seem  expedient  ;  and  until  the  bondholders  shall  act, 
such  powers  may  be  temporarily  exercised  by  the  Trustees. 


Article  . Ninth. — It  is  hereby  declared  and  agreed  that  the 
words  "net  earnings,"  as  used  in  these  presents,  shall  be  con- 
strued to  mean  such  surplus  of  the  earnings  of  the  said  railway 
as  shall  remain  after  paying  all  expenses  of  operating  the  said 
railway  and  carrying  on  its  business,  including  all  taxes  and 
assessments  and  payments  on  incumbrances  prior  in  lien  to  these 
presents  upon  specific  portions  of  the  property  hereby  conveyed, 
of  completing,  repairing,  or  replacing  the  said  railway,  its  ap- 
purtenances and^  equipments,  so  that  the  same  shall  be  in  high 
condition,  and  of  providing,  such  additional  equipment  as  the 
said  Company  shall  deem  necessary  for  the  business  of  the  said 
railway. 

And  it  is  further  declared  and  agreed  that  the  default  con- 
templated in  Articles  Second  and  Third  of  these  presents, 
shall  consist  in  the  omission  to  apply  the  aforesaid  net  earnings 
for  any  calendar  year,  after  satisfying  the  payments  for  interest 
and  special  sinking  fund  of  the  First  Mortgage  Bonds,  and  of  the 
Second  Mortgage  Bonds,  secured  by  trust  deeds  prior  in  lien  to 
these  presents,  and  hereinbefore  mentioned,  to  the  payment  of 
interest  upon  the  income  bonds  secured  by  these  presents ;  which 
application  shall  be  made  upon  the  first  day  of  April  next  after 
the  termination  of  such  calendar  year :  Provided^  that  such  portion 
of  the  said  earnings  as  shall  amount  to  less  than  one-half  of  one 
per  cent,  upon  the  aggregate  amount  of  the  income  bonds  then 
outstanding  shall  be  reserved  and  carried  to  the  interest  fund 
for  the  next  year  for  the  said  income  bonds. 

And  it  is  further  agreed  and  declared,  that  the  requisition 
which  shall  be  necessary  to  authorize  or  require  the  Trustees  to 
exercise  the  power  of  entry  or  sale  hereinbefore  granted,  shall  be 
in  writing,  and  signed  by  the  holders  of  a  majority  in  interest  of 
the  income  bonds  then  outstanding,  secured  by  these  presents. 

Article  Tenth. — It  is  mutually  agreed,  by  and  between  the  par- 
ties hereto,  that  the  word  "  Trustees,"  as  used  in   these  presents, 


129 

shall  be  construed  to  mean  the  Trustees  for  the  time  being,  whether 
one  or  both  be  original  or  new ;  and,  whenever  a  vacancy  shall  exist, 
to  mean  the  surviving  or  continuing  Trustee;  and  such  Trustee  shall, 
during  such  vacancj,be  competent  to  exercise  all  the  powers  granted 
by  these  presents  to  the  parties  of  the  second  part.     And  it  is  mu- 
tually agreed  by  and  between  the  parties  hereto,  as  a  condition 
on  which  the  parties  of  the  second  part  have  assented  to  these 
presents,  that  the  said  Trustees  shall  not  be  in  any  manner  re- 
sponsible for  any  default  or  misconduct  of  each  other  ;  that  the 
said  Trustees  shall  be  entitled  to  just  compensation  for  all  services 
which  they  may  hereafter  render  in  their  trust,  to  be  paid  by  the 
said  Company  ;  that  either  of  the  said  Trustees,  or  any  successor, 
may  resign  and  discharge  himself  of  the  trust  created  by  these 
presents,  by  notice  in  writing  to  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company,  and  to  the  existing  Trustee,  if  there 
be  such,  three  months  before  such  resignation  shall  take  effect,  or 
such  shorter  time  as  they  may  accept  as  adequate  notice,  and 
upon  the  due  execution  of  the  conveyances  hereinafter  required ; 
that  the  said  Trustees,  or  either  of  them,  may  be  removed  by  the 
vote  of  a  majority  in  interest  of  the  holders  of  the  aforesaid 
bonds,  the  said  vote  being  had  at  a  meeting,  duly  held  of  the  said 
bondholders,  and  attested  by  an  instrument  under  the  hands  and 
seals  of  the  persons  so  voting ;  that  in  case,  at  any  time  hereafter, 
either  of  the  said  Trustees,  or  any  Trustee  hereafter  appointed, 
shall  die,  or  resign,  or  be  removed  as  herein  provided,  or  by  a 
court  of   competent   jurisdiction,  or  shall  become  incapable  or 
unfit  to  act  in  the  said  trust,  a  successor  to  such  Trustee  shall  be 
appointed  by  the  surviving  or  continuing  Trustee,  with  the  con- 
sent of  the  holders  for  the  time  being  of  a  majority  in  interest 
of  the  said  bonds  then  outstanding,  or  the  consent  of  a  meeting, 
duly  held,  of  the  holders  of  the  said  bonds ;  and  the  Trustee  so 
appointed,  with   the  Trustee  so   surviving  or   continuing,  shall 
thereupon  become  vested  with  all  the  powers,  authorities  and 
estates  granted  to  or  conferred  upon  the  parties  of  the  second 
part  by  these  presents,  and  all  the  rights  and   interests   requi- 
site to  enable  him  to  execute  the  purposes  of  this  trust,  with- 
out any  further  assurance  or  conveyance,  so   far   as   such   effect 
may  be  lawful;  but  the  sjirviving  or  continuing  Trustee  shall  im- 
mediately execute  all  such  conveyances  and  other  instruments  as 
may  be  fit  or  expedient  for  the  purpose  of  assuring  the  legal   es- 
tate in  the  premises,  jointly  with  himself,  to  the  Trustee  so   ap- 


130 

pointed ;  and  upon  the  death,  resignation,  or  removal  of  any 
Trustee,  or  any  appointment  in  his  place  in  pursuance  of  these 
presents,  all  his  powers  and  authorities,  by  virtue  hereof,  shall 
cease ;  and  all  the  estate,  right,  title  and  interest  in  the  said  pre- 
mises of  any  Trustee  so  dying,  resigning,  or  being  removed,  shall, 
if  there  be  a  co-Trustee  surviving  or  continuing  in  office,  wholly 
cease  and  determine  ;  but  the  said  Trustee  so  resigning  or  being 
removed,  shall,  on  the  written  request  of  the  new  Trustee  who  may 
be  appointed,  immediately  execute  a  deed  or  deeds  of  conveyance 
to  vest  in  such  new  Trustee,  jointly  with  the  continuing  Trustee, 
and  upon  the  trusts  herein  expressed,  all  the  property,  rights 
and  franchises  which  may  be  at  that  time  held  upon  the  said 
trusts.  Provided^  nevertheless,  that  it  is  hereby  agreed  and 
declared,  that  for  the  first  vacancy  in  the  trust  hereby  created, 
which  may  happen  as  hereinbefore  provided,  in  respect  to 
either  of  the  parties  of  the  second  part  hereto,  Charles  Lanier, 
of  the  City  and  State  of  New  York,  is  hereby  designated  and  ap- 
pointed to  fill  such  vacancy,  with  the  same  effect  as  if  he  had 
been  appointed  in  the  manner  hereinbefore  specified  ;  and  in 
case  it  shall  at  any  time  hereafter  prove  impracticable,  after  rea- 
sonable exertions,  to  appoint  in  the  manner  hereinbefore  provided 
a  successor  in  any  vacancy  which  may  have  happened  in  said 
trust,  or  in  case  the  trust  shall  become  wholly  vacant,  application 
in  behalf  of  all  the  holders  of  the  bonds  secured  hereby  may  be 
made  by  the  surviving  or  continuing  Trustee  ;  or,  if  the  trust  be 
wholly  vacant,  by  holders  of  the  said  bonds  to  the  aggregate 
amount  of  one  hundred  thousand  dollars,  to  any  Circuit  Court  of 
the  United  States,  for  any  Judicial  District  in  which  any  part  of 
the  aforesaid  railway  may  be  situate,  for  the  appointment  of  a 
new  Trustee  or  new  Trustees. 


131 

In  witness  whereof,  the  parties  of  the  first  part  have 
hereunto  set  their  respective  hands  and  seals,  and  the 
parties  of  the  second  part  have  also  set  their  respec- 
tive hands  and  seals,  for  the  purpose  of  evidencing 
their  acceptance  of  the  trust  hereby  created,  on  the  day 
and  year  first  above  written. 

J.  F.  D.  LANIEK,  [l.  s.] 

SAMUEL  J.  TIL  DEN,  [l.  s.] 

LOUIS  H.  MEYER,  [l.  s.] 

J.  EDGAR  THOMSOl^,  [l.  s.] 

SAMUEL  HANISTA,  [l.  s.] 

JOHN  FERGUSON,  [l.  s.] 

SAMUEL  J.  TILDEN.  [l.  s.] 

Signed,  sealed  and  delivered  iu  ) 
presence  of  f 

James  P.  Sinnott  and 
John  L.  Dktjmmond. 


5.— FINAL  CONYEYANCE  TO  RAILWAY  COMPANY, 
SUBJECT  TO  THE  MORTGAGES. 

This  Indenture,  made  this  second  day  of  March,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  sixty-two,  between 
James  F.  D.  Lanier,  and  Mary  M  Lanier,  his  wife,  Samu-el  J. 
Tilden,  bachelor,  and  Louis  H.  Meter,  and  Ann  Charlotte 
Meyer,  his  wife,  of  the  City  and  State  of  New  York ;  J.  Edgar 
Thomson,  and  Lavinia  F.  Thomson,  his  wife,  of  the  City  of  Phila- 
delphia, and  State  of  Pennsylvania ;  and  Samuel  Hanna,  and 
Eliza  Hanna,  his  wife,  of  the  town  of  Fort  Wayne,  and  State 
of  Indiana,  of  the  first  part,  and  the  Pittsburgh,  Fort  Wayne 
AND  Chicago  Railway  Company  of  the  second  part,  witnesseth  : 
Whereas^  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Rail- 
way Company,  party  of  the  second  part,  is  vested  with  franchises 
to  be  a  corporation,  granted  to  the  said  Company,  by  the  States 
of  Pennsylvania,  Illinois  and  Indiana,  respectively  ;  and  has 
become  duly  organized  as  a  corporation,  in  conformity  to  the  pro- 


132 

vision  of  the  said  grants,  with  capacity  in  its  corporate  character, 
to  take,  hold  and  exercise  other  franchises,  and  particularly  with 
capacity  to  acquire,  hold,  maintain  and  operate  the  continuous 
railway,  extending  from  Pittsburgh,  in  the  State  of  Pennsylvania, 
to  Chicago,  in  the  State  of  Illinois,  commonly  known  as  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railroad,  together  with  its  equip- 
ments and  appurtenances. 

And  whereas^  the  said  Company  has  agreed  with  the  parties 
of  the  first  part,  to  buy  the  aforesaid  railway,  and,  in  evidence  of 
a  portion  of  the  consideration  for  the  same,  has  made  and  deliv- 
ered to  the  parties  of  the  first  part  its  bonds,  bearing  date  on  the 
first  day  of  March,  in  the  year  one  thousand  eight  hundred  and 
sixty-two,  and  payable  at  the  ofiice  or  agency  of  the  said  Com- 
pany, in  the  City  of  New  York;  of  which  bonds,  six  thousand 
and  six  hundred,  secured  by  a  first  lien,  created  by  a  deed  of 
trust  or  mortgage  hereinafter  mentioned,  amount  in  the  aggregate 
to  the  sum  of  five  million  two  hundred  and  fifty  thousand  dollars ; 
are  payable  on  the  first  day  of  July,  in  the  year  one  thousand 
nine  hundred  and  twelve,  and  are  redeemable,  at  the  option  of 
the  Company,  at  any  time  after  the  first  day  of  July,  one  thou- 
sand eight  hundred  and  sixty-seven,  on  any  day  on  which  a  half- 
yearly  instalment  of  interest  shall  fall  due,  and  are  convertible, 
at  the  option  of  the  holders  thereof,  upon  any  such  day,  into 
bonds,  to  be  issued  and  secured  in  the  same  manner  as  the  said 
bonds,  but  bearing  interest  at  the  rate  of  six  per  cent.,  and  irre- 
deemable, except  by  a  sinking  fund  of  one  per  cent.,  per  annum, 
on  the  whole  amount  of  the  said  six  per  cent,  bonds  which  shall 
have  been  issued,  to  be  reserved  and  applied  in  the  manner  in 
said  deed  of  trust  specified  ;  all  of  which  bonds  originally  issued, 
as  aforesaid,  bear  interest  at  the  rate  of  seven  per  cent,  per  an- 
num, payable  semi-annually,  at  the  office  or  agency  of  said  Com- 
pany, in  the  City  of  New  York,  on  the  several  days  in  the  said 
bonds  mentioned ;  five  thousand  two  hundred  and  sixty  bonds, 
secured  by  a  second  lien,  created  by  a  deed  of  trust  or  mortgage 
hereinafter  mentioned,  amount  in  the  aggregate  to  the  sum  of 
five  million  one  hundred  and  sixty  thousand  dollars;  are  payable 
upon  the  first  day  of  July,  in  the  year  one  thousand  nine  hundred 
and  twelve,  and  are  redeemable,at  the  option  of  the  Company ,at  any 
time  after  the  first  day  of  July,  one  thousand  eight  hundred  and 
sixty-seven,  on  any  day  on  which  a  half-yearly  instalment  of  in- 
terest shall  fall  due,  and  are  convertible,  at  the  option  of  the 


133 

holders  thereof,  upon  any  such  day,  into  bonds  to  be  issued  and 
secured  in  the  same  manner  as  the  said  bonds,  but  bearing  inter- 
est at  the  rate  of  six  per  cent.,  and  irredeemable,  except  by  a 
sinking  fund  of  one  per  cent,  per  annum  on  the  whole  amount 
of  the  said  six  per  cent,  bonds  which  shall  have  been  issued,  to  be 
reserved  and  applied  in  the  manner  in  said  second  deed  of  trust 
or  mortgage  specified ;  all  of  which  bonds,  originally  issued,  as 
aforesaid,  bear  interest  after  the  first  day  of  April,  1862,  at  the 
rate  of  seven  per  centum  per  annum,  payable  semi-annually,  at 
the  office  or  agency  of  the  said  Company  in  the  City  of  New 
York,  on  the  several  days  in  the  said  bonds  mentioned  ;  twenty- 
five  hundred  bonds,  secured  by  the  third  lien,  created  by  a  deed 
of  trust  or  mortgage  hereinafter  mentioned,  amount  in  the  ag- 
gregate to  the  sum  of  two  millions  of  dollars,  are  payable  at  the 
pleasure  of  said  Company,  after  the  first  day  of  July,  in  the 
year  one  thousand  nine  hundred  and  twelve,  and  bear  interest  at 
such  rate,  not  exceeding  seven  per  centum  per  annum,  as  the  net 
earnings,  in  said  third  deed  of  trust  or  mortgage  defined,  of  the 
said  railway,  in  each  calendar  year,  may  suffice  to  pay,  after  satis- 
fying the  interest  on  the  First  and  Second  Mortgage  Bonds  of  the 
said  Company— such  interest  for  each  calendar  year,  upon  the  said 
bonds,  being  payable  at  the  office  or  agency  of  the  said  Company 
in  the  City  of  New  York,  on  the  first  day  of  April,  after  the  ter- 
mination of  each  year. 

And  whereas,  the  said  Company,  for  the  residue  of  the  said 
consideration,  has  issued  and  delivered  to  the  said  parties  of  the 
first  part,  or  to  persons  designated  by  them,  sixty-five  thousand 
shares  of  its  capital  stock,  amounting  in.  the  aggregate  to  six 
million  five  hundred  thousand  dollars. 

And  whereas,  the  parties  of  the  first  part  to  these  presents,  for 
the  consideration  in  the  said  several  deeds  of  trust  or  mortgage 
expressed,  and  in  order  to  secure  the  payment  of  the  principal 
and  interest  of  the  bonds  aforesaid,  issued  or  to  be  issued,  as  in 
said  several  deeds  of  trust  or  mortgage  recited  and  provided,  and 
every  part  of  the  said  principal  and  interest,  as  the  same  shall 
become  payable  according  to  the  tenor  of  said  bonds,  and  of  the 
coupons  thereto  annexed,  have  made  and  delivered  to  John  Fer- 
guson and  Samuel  J.  Tilden,  of  the  City  and  State  of  New  York, 
Trustees,  three  several  deeds  of  trust  or  mortgage,  known,  respec- 
tively, as  the  First,  Second  and  Third  Mortgages,  bearing  date,  re- 
spectively, on  the  first  day  of  March,  in  the  year  one  thousand 


134 

eight  hundred  and  sixty-two,  and  conveying  to  the  said  Trustees, 
in  the  manner  and  for  the  purposes,  and  upon  the  trusts  tlierein 
specified,  all  and  singular,  the  railway  and  the  premises,  fran- 
chises, property,  and  things  therein  and  hereinafter  specified, 
mentioned  and  described. 

Now  THIS  Indentfke  WITNESSETH,  That  the  parties  of  the  first 
part,  in  consideration  of  the  premises,  and  of  one  dollar  to  each 
of  them  in  hand  paid,  the  receipt  whereof  is  hereby  acknowl- 
edged, have  granted,  bargained  and  sold,  and  do,  by  these  pre- 
sents, grant,  bargain,  sell,  convey  and  transfer  unto  the  said  par- 
ty of  the  second  part,  all  the  right,  title  and  interest  of  them, 
the  parties  of  the  first  part,  and  of  any  or  either  of  the  said  par- 
ties, acquired  by  virtue  of  a  deed,  bearing  date  the  eighteenth 
day  of  February,  1862,  and  made  to  the  said  James  F.  D.  Lanier, 
Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar  Thomson  and 
Samuel  Hanna,  parties  hereto  of  the  first  part,  by  John  Ferguson 
and  Thomas  E.  Walker,  both  of  the  City  and  State  of  New  York, 
Trustees  and  Special  Master  Commissioners,  in  pursuance  of  de- 
crees of  the  Circuit  Courts  of  the  United  StateSj  for  the  Northern 
District  of  Ohio,  the  Western  District  of  Pennsylvania,  the  Dis- 
trict of  Indiana,  and  the  Northern  District  of  Illinois,  in  causes 
in  Chancery  in  the  said  Courts  then  depending,  wherein  Charles 
Moran  and  others  were  complainants,  and  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railroad  Company,  and  others,  were  defend- 
ants, or  acquired  by  virtue  of  a  deed  bearing  date  the  twenty- 
sixth  day  of  February,  1862,  made  to  the  said  James  F.  D.  Lanier, 
Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar  Thomson  and  Samuel 
Hanna,  parties  hereto  of  the  first  part,  by  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company,  pursuant  to  the  aforesaid 
decrees,  of,  in,  and  to  all  and  singular,  the  continuous  Railway,  ex- 
tending from  its  eastern  terminus  in  Pittsburgh,  in  the  State  of 
Pennsylvania,  to  Chicago,  in  the  State  of  Illinois,  and  commonly 
known  as  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad 
OR  Railway,  including  all  the  railways,  ways  and  rights  of 
way,  depot  grounds  and  other  lands ;  all  tracks,  bridges,  via- 
ducts, culverts,  fences,  and  other  structures  ;  all  depots,  station- 
houses,  engine-houses,  car-houses,  freight-houses,  wood-houses 
and  other  buildings  ;  and  all  machine  shops  and  other 
shops,  held  or  acquired  for  use  in  connection  with 
the    said    railway,    or    the    business   thereof;    and     including 


135 

also,  all  locomotives,  tenders,  cars  and  other  rolling  stock 
or  equipment  ;  and  all  machinery,  tools,  implements,  fuel  and 
materials  for  the  constructing,  operating,  repairing,  or  replacing 
the  said  railway,  or  any  part  thereof,  or  any  of  its  equipments  or 
appurtenances  ;  and  also,  all  franchises  connected  with  or  relat- 
ing to  the  said  railway,  or  the  construction,  maintenance,  or  use 
thereof;  and  all  property,  franchises,  rights  and  things,  of  what- 
ever name  or  nature,  which  were  conveyed  by  the  aforesaid 
deeds  of  the  said  Trustees  and  Master  Commissioners,  and  of  the 
said  Company,  to  the  parties  of  the  first  part  hereto ;  subject, 
nevertheless,  to  the  aforesaid  certain  deed  of  trust  or  mortgage, 
bearing  date  on  the  first  day  of  March,  1862,  made  by  the  said 
James  F.  D.  Latiier,  Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar 
Thomson  and  Samuel  Hanna,  parties  of  the  first  part,  to  the 
said  John  Ferguson  and  Samuel  J.  Tilden,  Trustees,  creating  a 
first  lien  upon  the  property  therein  and  herein  mentioned,  for  the 
purpose  of  securing  the  payment  of  bonds  of  the  said  Company, 
known  as  First  Mortgage  Bonds,  amounting  in  the  aggregate  to 
five  millions  and  two  hundred  and  fifty  thousand  dollars ;  and 
suhject  also,  to  the  aforesaid  certain  other  deed  of  trust  or  mort- 
gage, bearing  date  on  the  said  first  day  of  March,  1862,  made  by 
the  said  James  F.  D.  Lanier,  Samuel  J.  Tilden,  Louis  IL  Meyer,  J. 
Edgar  Thomson  and  Samuel  Hanna,  parties  of  the  first  part,  to 
the  said  Trustees,  creating  a  second  lien  upon  the  aforesaid  prop- 
erty, for  the  purpose  of  securing  the  payment  of  bonds  of  the 
said  Company,  known  as  Second  Mortgage  Bonds,  amounting  in 
the  aggregate  to  ^\q  millions  and  one  hundred  and  sixty  thou- 
sand dollars ;  and  subject  also,  to  the  aforesaid  certain  deed  of 
trust  or  mortgage,  bearing  date  on  the  said  first  day  of  March, 
1862,  made  by  the  said  James  F.  D.  Lanier,  Samuel  J.  Tilden, 
Louis  H.  Meyer,  J.  Edgar  Thomson  and  Samuel  Hanna,  parties 
of  the  first  part,  to  the  said  Trustees,  creating  a  third  lien  upon 
the  aforesaid  property,  for  the  purpose  of  securing  the  payment 
of  bonds  of  the  said  Company,  known  as  Third  Mortgage  Bonds, 
amounting  in  the  aggregate  to  two  millions  of  dollars ;  and  sub- 
ject, also,  as  to  so  much  of  the  said  railroad,  lying  between  the  Fed- 
eral Street  Station,  in  Alleghany  City,  in  the  State  of  Fennsylva- 
nia,  and  the  passenger  depot  of  the  Pennsylvania  Kailroad,  on  Lib- 
erty street,  in  Pittsburgh,  in  said  State,  and  of  the  other  pro- 
perty connected  therewith,  as  is  embraced  within  a  certain  mort- 
gage, made  by  the  Ohio  and  Pennsylvania  Railroad  Company  to 


136 

Thomas  T.  Firth,  of  the  City  of  Philadelphia,  and  Keuben  Miller, 
Jr.,  of  the  City  of  Pittsburgh,  bearing  date  May  6th,  1856,  to  the 
lien  created  by  the  said  mortgage ;  and  suhject  also,  as  to  the 
rights  of  way,  depot  grounds,  lots  and  premises,  in  the  City  and 
vicinity  of  Chicago,  purchased  during  the  pendency  of  the  said 
suit,  in  which  Charles  Moran  and  others  are  complainants,  and 
the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Kailroad  Com- 
pany, and  others,  are  defendants,  as  aforesaid,  by  the  agency  of 
the  Receiver  in  the  said  causes,  to  the  lien  of  the  vendors  for  the 
purchase  money  of  the  same ;  and  subject  also,  as  to  any  real 
estate  included  in  the  aforsaid  sale  by  the  said  Trustees  and  Mas- 
ter Commissioners,  to  the  lien,  if  any  such  exists,  of  any  vendor 
or  former  owner  of  said  real  estate,  not  otherwise  provided,  to  be 
paid  by  the  decrees  or  orders  in  the  said  causes :  Provided, 
nevertheless,  and  it  is  the  true  intent  and  meaning  of  these  pres- 
ents, that  nothing  herein  contained  shall  be  construed  to  express 
or  imply  any  covenant,  by  the  parties  of  the  first  part,  or  either 
of  them,  but  that  this  instrument  shall  operate  to  convey,  in  be- 
half of  the  said  parties,  all  the  estates  and  interest  in  the  railway 
and  appurtenances,  property,  rights,  franchises  and  things  here- 
inbefore described,  which  the  said  parties,  or  either  of  them, 
might  hold  by  virtue  of  the  aforesaid  conveyances,  and  which 
the  said  parties,  each  for  himself  or  herself,  and  not  one  for  the 
other,  can  lawfully  convey,  and  no  more ;  and  that  the  said 
estates  and  interests  are  hereby  charged  with  and  shall  pass,  by 
virtue  of  these  presents,  subject  to  the  payment  of  all  liabilities 
incurred  in  respect  to  the  said  railway  or  its  business,  by  the  said 
parties  of  the  first  part,  during  their  possession  of  the  said  rail, 
way.  Together  with  all  and  singular  the  tenements,  heredita- 
ments and  appurtenances  thereunto  belonging,  or  in  anywise  ap- 
pertaining, and  the  reversions,  remainders,  tolls,  incomes,  rents, 
issues,  and  profits  thereof ;  and  also  all  the  estate,  right,  title,  in- 
terest, dower  and  right  of  dower,  property,  possession,  claim  and 
demand  whatsoever,  as  well  in  law  as  in  equity,  of  the  said  par- 
ties of  the  first  part,  or  of  either  of  them,  of,  in,  and  to  the  same, 
and  any  and  every  part  thereof,  with  the  appurtenances.  To 
have  and  to  hold  the  above-described  premises,  subject,  as  afore- 
said, unto  the  said  party  of  the  second  part,  and  its  successors  and 
assigns,  to  the  only  proper  use  and  behoof  the  said  party  of  the 
second  part,  and  its  successors  and  assigns,  for  ever. 

And  the  said  party  of  the  second  part,  for  itself  and  its  sue- 


137 

cessors,  in  consideration  of  the  premises,  and  of  one  dollar  to  it 
in  hand  paid  by  the  said  parties  of  the  first  part  to  these  presents, 
the  receipt  whereof  is  hereby  acknowledged,  hereby  covenants 
and  agrees,  to  and  with  the  said  James  F.  D.  Lanier,  Samuel  J. 
Tilden,  Louis  H.  Meyer,  J.  Edgar  Thomson  and  Samuel  Hanna, 
parties  of  the  first  part  to  these  presents,  and  the  survivors  and 
survivor  of  them,  and  the  executors,  administrators  and  assigns 
of  such  survivor,  that  it,  tlie  said  party  of  the  second  part,  and 
its  successors,  shall  and  will  at  all  times  hereafter  perform  and 
keep  all  and  every  the  conditions,  covenants,  agreements  and 
provisions  contained  in  said  several  deeds  of  trust  or  mortgage, 
or  either  of  them,  hereinbefore  mentioned,  to  be  by  the  said 
party  of  the  second  part  performed  or  kept. 

And  the  said  party  of  the  second  part,  for  itself  and  its  suc- 
cessors, in  consideration  of  the  premises,  and  of  one  dollar  to  it 
in  hand  paid  by  the  said  parties  of  the  first  part,  the  receipt 
whereof  is  hereby  acknowledged,  further  covenants  and  agrees, 
to  and  with  the  said  James  F.  D.  Lanier,  Samuel  J.  Tilden, 
Louis  H.  Meyer,  J.  Edgar  Thomson  and  Samuel  Hanna,  parties 
of  the  first  part,  and  the  survivors  and  survivor  of  them,  and  the 
executors,  administrators  and  assigns  of  such  survivor,  that  when- 
ever and  as  often  as  the  said  party  of  the  second  part,  or  its  suc- 
cessors, shall  hereafter  acquire  any  lands,  or  any  equipment,  or 
any  other  property  or  things  of  whatever  name,  or  nature  for  use 
in  connection  with  the  railway  hereinbefore  mentioned,  or  any 
part  thereof,  or  of  any  of  its  equipments  or  appurtenances,  or 
shall  acquire  any  franchises,  including  every  franchise  to  be  a 
corporation,  which  may  be  hereafter  granted  to  the  said  Company, 
the  said  party  of  the  second  part,  and  its  successors,  shall  and 
will  acquire,  possess  and  hold  the  same,  and  each  and  every 
thereof,  and  will  likewise  hold  the  franchises  to  be  a  corporation, 
heretofore  granted  to  the  said  Company,  upon  the  trusts  of  the 
three  several  deeds  of  trust  or  mortgage  hereinbefore  mentioned, 
until  conveyances  thereof,  in  pursuance  of  the  covenant  next 
hereinafter  contained,  shall  be  duly  made  and  delivered  to  the 
Trustees  of  the  said  several  deeds  of  trust  or  mortgage,  respect- 
ively. 

And  the  said  party  of  the  second  part,  for  itself  and  its  suc- 
cessors, in  consideration  of  the  premises,  and  of  one  dollar  to  it 
in  hand  paid  by  the  said  parties  of  the  first  part,  the  receipt 
whereof  is  hereby  acknowledged,  hereby  further  covenants  and 


138 
» 
agrees,  to  and  with  the  said  James  F.  D.  Lanier,  Samuel  J.  Til- 
den,  Louis  H.  Meyer,  J.  Edgar  Thomson  and  Samuel  Hanna,  par- 
ties of  the  first  part,  and  the  survivors  and  survivor  of  them,  and 
the  executors,  administrators  and  assigns  of  such  survivor,  that 
the  said  party  of  the  second  part,  and  its  successors,  shall  and 
will,  from  time  to  time,  and  at  all  times  hereafter,  and  as  often 
as  thereunto  requested  by  the  Trustees,  or  by  the  surviving  or 
continuing  Trustee,  or  their  or  his  successors  or  successor,  of  either 
of  the  said  several  deeds  of  trust  or  mortgage  respectively  here- 
inbefore mentioned,  execute,  deliver  and  acknowledge  all  such 
further  deeds,  conveyances  and  assurances  in  the  law,  for  the 
better  assuring  unto  the  said  Trustees,  or  to  the  surviving  or  con- 
tinuing Trustee,  or  their  or  his  successors  or  successor  in  the 
trust  created  by  the  said  deeds  of  trust,  upon  the  trusts  therein 
expressed,  the  railway,  equipments  and  appurtenances  hereinbe- 
fore mentioned  or  intended  so  to  be,  and  all  other  property  and 
things,  whatsoever,  which  may  be  hereafter  acquired  for  use  in 
connection  with  the  same,  or  any  part  thereof,  and  all  franchises 
now  held  or  hereafter  acquired,  including  the  franchise  to  be  a 
corporation,  as  by  the  said  Trustees,  or  by  the  surviving  or  contin- 
uing Trustee,  or  their  or  his  successors  or  successor,  or  by  their  or 
his  counsel  learned  in  the  law,  shall  be  reasonably  advised,  de- 
vised or  required. 

And  the  said  party  of  the  second  part,  for  itself  and  its  suc- 
cessors, in  consideration  of  the  premises,  and  of  one  dollar  to  it  in 
hand  paid  by  the  said  parties  of  the  first  part,  further  covenants 
and  agrees,  to  and  with  the  said  James  F.  D.  Lanier,  Samuel  J. 
Tilden,  Louis  H.  Meyer,  J.  Edgar  Thomson,  and  Samuel  Hanna, 
parties  of  the  first  part,  and  the  survivors  and  survivor  of  them, 
and  the  executors,  administrators,  and  assigns  of  such  survivor, 
that  the  said  party  of  the  second  part,  and  its  successors,  shall  and 
will,  at  all  times  hereafter,  keep  open  an  office  or  agency  in  the 
City  of  New  York,  for  the  payment  of  interest  and  principal  of 
the  bonds  of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  as  the  same  shall  become  payable,  according  to  the 
tenor  of  the  said  bonds  or  of  the  coupons  thereto  annexed,  as  re- 
cited and  provided  in  the  three  several  deeds  of  trust  or  mortgage 
hereinbefore  mentioned;  for  the  redemption  of  the  principal  of 
the  said  bonds,  as  provided  in  said  deeds  of  trust  or  mortgage ; 
for  the  transfer  of  the  capital  stock  of  the  said  Company  ;  for  the 
registration  of  the  bonds  and  bondholders,  and  for  such  other 


139 

business  of  the  said  Company  as  in  and  by  the  said  three  several 
deeds  of  trust  or  mortgage,  or  either  of  them,  is  provided  to  be 
done  in  the  said  City  of  New  York. 

In  witness  whereof,  the  parties  of  the  first  part  have 
hereunto  set  their  hands  and  seals  ;  and  the  party  of 
the  second  part  has  caused  its  corporate  seal  to  be 
affixed  to  these  presents,  and  the  same  to  be  attested 
by  the  signatures  of  its  President  and  Secretary,  to 
evidence  the  acceptance,  by  the  said  party  of  the  sec- 
ond part,  of  the  foregoing  conveyance,  and  its  execu- 
tion of  the  covenants  therein  contained. 


James  F.  D.  Lanier, 
Mary  M.  Lanier, 
Samuel  J.  Tilden, 
Louis  H.  Meyer, 
Ann  Charlotte  Meyer, 
J.  Edgar  Thomson, 
Lavinia  F.  Thomson, 
Samuel  Hanna, 
Eliza  Hanna, 


[l. 

8.] 

[l. 

s.] 

[l. 

s.] 

[l. 

8.] 

[l. 

S.J 

[l. 

s.] 

[l. 

s.] 

[l. 

8.] 

[l. 

S.] 

Signed,  sealed  and  delivered  in 
the  presence  of 


James  P.  Sinnott  and 
John  L.  Drummond. 


Seal  Ry  } 
Co.      f 


W.  H.  Barnes,  Becu'etary.  G.  W.  CASS,  President. 


[Note. — The  foregoing  deed  was  duly  acknowledged,  by  the  grantors 
therein  named,  at  the  City  of  New  York,  before  Charles  Nettleton,  Com- 
missioner for  the  several  States,  and  Notary  Public,  on  or  about  the  twenty- 
third  day  of  April,  1862,  and  was,  subsequently,  also  duly  acknowledged  by 
the  Railway  Company,  and  is  on  record.] 


140 


6.  DEED  OF  FUETHER  ASSURANCE. 

This  Indenture,  made  this  twentieth  day  of  September,  in 
the  year  of  our  Lord,  one  thousand  eight  hundred  and  sixty-two, 
between  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company  of  the  first  part,  and  John  Ferguson  and  Samuel  J. 
TiLDEN,  of  the  City  and  State  of  New  York,  of  the  second  part : 

Whereas^  in  and  by  a  certain  indenture,  bearing  date  the 
second  day  of  March,  A.  D.  1862,  made  and  delivered  by  and 
between  James  F.  D.  Lanier,  and  Mary  M.  Lanier,  his  wife, 
Samuel  Ji  Tilden,  bachelor,  and  Louis  H.  Meyer  and  Ann  Char- 
lotte Meyer,  his  wife,  of  the  City  and  State  of  New  York,  J. 
Edgar  Thomson,  and  LavinaF.  Thomson,  his  wife,  of  the  City  of 
Philadelphia  and  State  of  Pennsylvania ;  and  Samuel  Hanna,  and 
Eliza  Hanna,  his  wife,  of  the  town  of  Fort  Wayne  and  State  of 
Indiana,  of  the  first  part,  and  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  of  the  second  part,  the  said  Company 
covenanted  and  agreed  to  execute,  deliver  and  acknowledge  all 
such  further  deeds,  conveyances  and  assurances  in  the  law,  for  the 
better  assuring  unto  the  trustees  of  the  three  several  deeds  of 
trust  or  mortgage  in  the  said  indenture  mentioned,  upon  the 
trusts  in  the  said  deeds  of  trust  or  mortgage  expressed,  the  rail- 
way, its  equipments  and  appurtenances  therein  mentioned,  or  in- 
tended so  to  be,  and  all  other  property  and  things  whatsoever 
which  might  be  thereafter  acquired  for  use  in  connection  with 
the  same,  or  any  part  thereof,  and  all  franchises  then  held  or 
thereafter  acquired,  including  every  franchise  to  be  a  corporation 
as  by  the  said  trustees  should  be  required. 

And  whereas^  the  said  parties  of  the  second  part  to  these 
presents,  as  Trustees  of  the  said  three  several  deeds  of  trust  or 
mortgage,  have  requested  the  said  party  of  the  first  part  to  these 
presents  to  execute,  deliver  and  acknowledge  to  tlie  said  parties 
of  the  second  part,  as  such  Trustees,  a  deed  of  trust  or  mortgage 
in  pursuance  of  the  said  covenant. 

Now  this  Indenture  witnesseth^  That  the  party  of  the  first 
part,  in  consideration  of  the  premises,  and  of  one  dollar  to  it  in 
hand  paid,  the  receipt  whereof  is  hereby  acknowledged,  has 
granted,  bargained  and  sold,  and  does  by  these  presents  grant, 
bargain,  sell,  convey  and  transfer,  unto  the  parties  of  the  second 


141 

part,  all  and  singular,  the  continuous  Railway,  extending  from  its 
eastern  terminus  in  Pittsburgh,  in  the  State  of  Pennsylvania,  to 
Chicago,  in  the  State  of  Illinois,  and  commonly  known  as  the 
PiTTSBtJRGH,  Fort  Wayne  and  Chicago  Railroad  or  Railway  ;  in- 
cluding all  the  railways,  ways  and  rights  of  way,  depot  grounds 
and  other  lands,  all  tracks,  bridges,  viaducts,  culverts,  fences  and 
other  structures,  all  depots,  station-houses,  engine-houses,  car- 
houses,  freight-houses,  wood-houses  and  other  buildings,  and  all 
machine  shops  and  other  shops,  held  or  acquired  for  use  in  con- 
nection with  the  said  railway  or  the  business  thereof ;  and  includ- 
ing, also,  all  locomotives,  tenders,  cars  and  other  rolling  stock  or 
equipment,  and  all  machinery,  tools,  implements,  fuel  and  mate- 
rials, for  the  constructing,  operating,  repairing  or  replacing  the 
said  railway,  or  any  part  thereof,  or  any  of  its  equipments  or  ap- 
purtenances ;  and  also  all  franchises  connected  with  or  relating 
to  the  said  railway,  or  the  construction,  maintenance  or  use 
thereof ;  and  also  all  the  property,  franchises,  rights  and  things, 
of  whatever  name  or  nature,  which  were  conveyed  by  the 
aforesaid  indenture,  to  the  party  of  the  first  part  hereto ; 
and  also  all  lands,  equipments,  and  other  property  and  things,  of 
whatever  name  or  nature,  which  have  been  acquired,  or  which 
may  be  hereafter  acquired,  for  use  in  connection  with  the  said 
railway,  or  any  part  thereof,  or  any  of  its  equipments  or  appur- 
tenances ;  and  all  franchises  now  held,  or  which  may  be  hereafter 
granted  to  or  acquired  by  the  said  Company,  including  all  fran- 
chises to  be  a  corporation  ;  subject^  nevertheless,  to  the  three  sever- 
al deeds  of  trust  or  mortgage  in  said  indenture  mentioned,  and 
to  the  other  liens  in  the  said  several  deeds  of  trust  or  mortgage, 
and  in  the  said  indenture,  or  either  of  them,  mentioned  :  Together 
with  all  and  singular  the  tenements,  hereditaments,  and  appur- 
tenances thereunto  belonging,  or  in  any  wise  appertaining  ;  and 
the  reversions,  remainders,  tolls,  incomes,  rents,  issues,  and  pro- 
fits thereof  ;  and  also  all  the  estate,  right,  title,  interest,  property, 
possession,  claim,  and  demand  whatsoever,  as  well  in  law  as  in 
equity,  of  the  said  party  of  the  first  part,  of,  in,  and  to  the  same, 
and  any  and  every  part  thereof,  with  the  appurtenances.  To 
have  and  to  hold  the  above-described  premises  and  appurtenances, 
subject  as  aforesaid,  unto  the  said  parties  of  the  second  part,  as 
joint  tenants,  and  not  as  tenants  in  common,  and  to  the  survivor 
of  them,  and  to  the  heirs  and  assigns  of  such  survivor,  to  the 
only  proper  use  and  behoof  of  the  said  parties  of  the  second 


142 

part,  and  of  the  survivor  of  them,  and  of  the  heirs  and  assigns 
of  such  survivor :  In  trusty  nevertheless,  for  the  purposes  ex- 
pressed, and  upon  the  trusts  declared  in  the  said  three  several 
deeds  of  trust  or  mortgage  in  the  said  conveyance  mentioned,  ac- 
cording to  the  priorities  in  and  by  the  said  deeds  of  trust  or 
mortgage,  respectively,  established. 

In  witness  v^hereof,  the  party  of  the  first  part  has 
caused  its  corporate  seal  to  be  hereunto  affixed,  and  the 
same  to  be  attested  by  the  signatures  of  its  President 
and  Secretary,  and  the  parties  of  the  second  part 
have  also  set  their  respective  hands  and  seals,  for  the 
purpose  of  evidencing  their  acceptance  of  the  trust 
hereby  created,  on  the  day  and  year  first  above  writ- 
ten. 

G.  W.  CASS,  President, 

W.  H.  BAEJSTES,  Secretary, 
[Corp.  Seal.] 


Sealed  and  delivered  ) 
in  presence  of       j 


us 


PROCEEDINGS 


TO 


MODIFY  THE  CONDITIONS  OF  MORTGAGES 


so    AS   TO    ADMIT  OF   AN 


II^^CREASE  OF  CAPITAL. 


Propositions  made  by  the  Board  to  the  Bondholders  by  Reso- 
lutions PASSED  April  6,  1864. 

Resolved^  That  the  Pittsburgh,  Fort  Wayne  and  Chicago  Eail- 
way  Company,  in  conformity  with  a  resolution  of  the  stock- 
holders, adopted  at  their  regular  annual  meeting,  held  in  the 
City  of  Pittsburgh  on  the  16th  March,  1864,  hereby  proposes  to 
the  First  and  Second  Mortgage  Bondholders,  when  assembled  in 
meetings  pursuant  to  the  respective  deeds  of  trust,  on  Thursday, 
the  7th  of  April,  1864,  the  following 

financial  programme: 

Whereas^  the  said  first  and  second  deeds  of  trust  or  mortgage 
each  contain  a  provision  in  these  words : 

"Article  Eighth.^ — The  aggregate  amount  of  the  capital 
stock  of  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  outstanding  at  any  one  time,  shall  never  exceed  in  par 
value  six  millions  and  five  hundred  thousand  dollars,  unless  the 
holders  of  bonds  secured  by  these  presents  shall  have,  by  a  vote 
at  a  meeting  duly  held,  expressly  consented  to  such  increase." 


144 

It  is  proposed  that  the  said  bondholders  shall,  in  meetings  duly 
held  in  conformity  to  Article  Twelfth  of  the  said  deeds,  consent 
to  such  increase  of  the  capital  stock  of  the  said  Company  as  shall 
be  necessary  for  the  purpose  of  construction  connected  with  the 
said  railway,  to  wit,  providing  additional  equipment,  machinery, 
and  implements,  and  such  buildings,  grounds  and  other  improve- 
ments as  are  properly  appurtenant  thereto,  and  are  needful  fa- 
cilities to  its  business,  and  such  portions  of  a  double  track  as  the 
traffic  shall  from  time  to  time  require. 

That  such  consent  be  given  upon  the  following  conditions : 

First. — That  all  moneys  raised  by  such  increase  of  the  capi- 
tal stock  shall  be  inviolably  appropriated  to  the  aforesaid  pur- 
pose ;  that  the  sales  or  disposition  of  said  stock  from  time  to 
time,  and  the  application  of  the  moneys,  be  made  under  the 
general  supervision  of  James  F.  D.  Lanier,  J.  Edgar  Thomson, 
Springer  Harbaugh,  the  present  Finance  Committee  of  the  Com- 
pany, and  Samuel  J.  Tilden,  and  Louis  H.  Meyer,  Directors,  resi- 
dent in  New  York,  or  a  majority  of  them,  or  by  agents  appointed 
by  them,  and  that  in  case  of  any  misapplication  of  the  said 
moneys,  the  said  Committee  shall  have  power  to  suspend  any 
further  issues  of  stock  than  shall  at  that  time  have  been  actually 
made,  and  to  revoke  this  consent  as  to  such  further  issues. 

Secondly. — That  the  total  issues  for  the  year  1864  shall  not 
exceed  $3,500,000 ;  and  that  no  issues  for  any  future  year  shall 
be  made,  except  upon  the  detailed  estimates  submitted  by  the 
Board  of  Directors  of  the  amount  of  money  necessary  for  the 
work  of  the  year,  and  after  the  adoption  of  a  resolution  author- 
izing the  same  at  the  annual  meeting  of  the  stock  and  bondhold- 
ers. 

Thirdly. — That  this  consent  shall  not  take  effect,  except  co- 
temporaneously  with  the  agreement  hereinafter  specified,  between 
the  said  Company  and  the  said  First  and  Second  Mortgage  Bond- 
holders, and  as  part  of  one  entire  financial  system. 

Whereas,  the  said  first  and  second  deeds  of  trust  each  con- 
tain substantially  the  following  provision  : 

"  Article  Sixth.— In  any  six  months,  the  first  such  period 
commencing  on  the  first  day  of  January,  186ii,  in  which  the  net 
earnings  of  the  said  railway  shall  exceed  the  amount  necessary  to 
pay      the      interest      upon      all      the      bonds     of     the     said 


145 

Company,  secured  by  these  presents,  or  by  either  of 
the  two  several  trust  deeds,  bearing  even  dates  herewith, 
and  then  outstanding,  including  the  contribution  to  the  special 
sinking  fund  for  the  six  per  cent,  bonds  herein  provided,  and  a 
dividend  of  three  per  cent,  upon  six  millions  and  live  hundred 
thousand  dollars  of  capital  stock,  such  surplus  shall  be  reserved, 
and  shall,  within  sixty  days  after  the  expiration  of  the  said  six 
months,  be  paid  over  to  the  trustees,  as  a  sinking  fund  for  the  re- 
demption of  the  bonds  secured  by  these  presents.  Provided^ 
that  after  the  redemption  of  bonds  amounting  in  the  aggregate 
to  two  millions  and  five  hundred  thousand  dollars,  the  said  sink- 
ing fund  may  be  limited  to  the  application  of  not  less  than  one 
per  cent.,  per  annum,  upon  the  aggregate  of  bonds  outstanding 
at  the  time  of  such  limitations  ;  and  the  said  sinking  fund  may 
at  any  time  hereafter  be  varied  in  its  amount,  by  agreement  be- 
tween the  said  Company  and  the  holders  of  the  bonds  secured 
hereby,  acting  by  a  majority  in  interest ;  and,  with  the  assent  of 
the  trustees,  the  said  surplus,  or  any  part  thereof,  may,  as  the  same 
shall  from  time  to  time  arise,  be  applied  to  the  improvement  of 
the  said  railway,  its  equipments  and  appurtenances." 

It  is  proposed,  that  the  sinking  fund  provided  in  the  said  several 
deeds  be  varied  in  amount,  by  agreement  between  the  said  Com- 
pany and  the  holders  of  the  respective  bonds,  acting  by  a  majority 
in  interest ;  and  be  reduced  and  limited  to  the  amount  of  one  per 
cent,  in  each  year,  beginning  on  the  first  day  of  January,  1864, 
upon  the  whole  original  issue  of  the  said  bonds ;  or,  $52,500,  for 
the  First  Mortgage  Bonds,  and  $51,600  for  the  Second  Mortgage 
Bonds,  in  addition  to  the  interest  upon  the  bonds  which  shall  have 
been  purchased  in  for  the  sinking  fund  ;  so  that  the  sum  to  be 
applied  in  each  year  to  the  payment  of  interest  and  sinking 
fund,  shall  be  eight  per  cent,  upon  the  amount  of  the  original 
issue. 

That  such   agreement  be   entered  into  by  the   bondholders 
upon  the  following  conditions  : 

First. — That  the  payments  into  the  said  sinking  funds  be  made 
in  priority  to  any  dividends  on  the  stock. 

Secoiidly. — That  the  sinking  fund  for  the  First  Mortgage 
Bonds  be  applied  to  the  purchase,  by  the  trustees,  of  the  said 
bonds, at  their  market  value;  and  the  sinking  fund  for  the  Sec- 
ond  Mortgage   Bonds    be   applied  to  the  purchase  of  the  said 


146 

bonds,  by  the  trustees,  at  their  market  value ;  such  application  to 
be  made  in  such  manner  and  subject  to  such  qualifications  as  may- 
be agreed  upon  between  the  trustees  and  the  Company. 

Thirdly. — That  the  said  Company  shall,  by  an  instrument, 
in  a  form  to  be  approved  by  the  trustees  under  the  said  first  and 
second  trust  deeds,  and  duly  executed  and  delivered  to  the  said 
trustees,  waive,  relinquish,  and  extinguish  any  and  all  right, 
which  the  said  Company  has  or  may  have  after  July  1st,  1867,  to 
redeem  any  of  the  said  bonds,  or  to  require  the  holders  then  to 
accept  in  exchange  therefor  six  per  cent,  bonds,  by  virtue  of  a 
clause  contained  in  the  said  bonds,  or  of  Article  Seventh  of  the 
said  several  deeds  of  trust;  and  shall  cause  to  be  stamped,  with- 
out expense  to  the  holder,  on  any  of  the  bonds  which  may  be 
presented  for  the  purpose,  an  endorsement  in  evidence  of  such 
agreement,  in  a  form  to  be  approved  as  aforesaid  ;  and  shall  also 
in  like  manner  confer  upon  all  holders  of  the  First  and  Second 
Mortgage  Bonds  the  right  to  vote  at  all  corporate  meetings  at 
the  rate  of  one  vote  for  each  one  hundred  dollars  of  the  par  value 
thereof,  so  far  as  may  be  done  under  existing  or  future  legisla- 
tion. 

Fourthly. — That  the  said  Company  shall,  by  an  instrument, 
in  a  form  approved  as  aforesaid,  and  executed  and  delivered  as 
aforesaid,  agree  to  pay  the  interest,  accruing  subsequently  to 
January  1st,  1864,  upon  the  Third  Mortgage  Bonds,  semi-annually, 
on  the  first  days  of  April  and  October  in  each  year. 

Resolved^  That  in  the  event  that  the  bondholders  shall  agree 
to  the  foregoing  propositions,  they  be  requested,  to  authorize 
their  trustees  to  execute  and  to  accept  all  instruments  necessary 
or  proper  to  evidence  the  said  consent  and  agreement ;  and  that 
the  acceptance  by  the  said  trustees  of  instruments,  executed  by 
the  said  Company,  for  the  purposes  aforesaid,  be  deemed  the 
acceptance  of  the  bondholders,  respectively,  and  evidence  of  the 
compliance  of  the  Company  with  all  conditions  necessary  to  give 
effect  to  the  consent  and  agreement  proposed  to  be  given  and 
made  by  the  bondholders. 

Resolved^  That  the  President  and  Vice-President  of  this 
Company  be  authr)rized,  to  cause  to  be  prepared,  executed  and 
delivered,  in  behalf  of  this  Company,  all  instruments  which  they 
may  deem  necessary  or  proper,  to  carry  into  effect  the  foregoing 
proposition ;  and  to  cause  the  said  instruments  to  be  sealed  by 


147 

the  common  seal  of  this  Company,  and  the  same  to  be  attested 
by  the  President  and  Secretary. 

Resolved^  That  the  President  be  requested  to  appear,  in  per- 
son, at  the  bondholders'  meeting,  on  the  7th  inst.,  to  lay  before 
them  the  foregoing  order  and  resolutions,  and  to  ask  their  con- 
currence therein. 


148 


m:  E  E  T  I  N^  a 

OF    THE 

First  Mortgage  Bondholders 

OF    THE 

PITTSBURGH,  FORT  WAYNE  AND  CHICAGO 

EAILWAY    CO., 

Held  at  the  office  of  Winslow,  Lanier  &  Co.,  I^o.  52  Wall  street, 
in  the  City  of  New  York,  on  Thursday,  the  7th  day  of  April, 
1864,  at  11  o'clock,  A.  M. 

The  meeting  was  called  to  order  by  S.  J.  Tilden,  Trustee  ;  and 
organized  by  the  appointment  of  Wm.  B.  Ogden,  Chairman  ; 
Louis  H.  Meyer  and  Wm.  H.  Barnes,  Secretaries. 

The  call  of  the  meeting,  as  published  in  the  newspapers,  was 
then  read,  viz. : 

Notice  to  the  First  and  Second  Mortgage  Bondholders  of  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company. 

The  Board  of  Directors  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  have  requested  the  undersigned,  to 
call  meetings  of  the  First  Mortgage  and  Second  Mortgage  Bond- 
holders, in  pursuance  of  the  provisions  of  the  deeds  of  trust,  for 
the  purpose  of  considering  certain  modifications  of  the  present 
financial  system  of  the  Company,  to  which  the  assent  of  a 
majority,  in  interest,  of  each  of  those  classes  of  bondholders,  by  a 
vote  at  a  meeting,  is  necessary.  The  principle  of  the  proposed 
measures  was  submitted  to  the  Annual  Meeting  of  the  Corpora- 
tion, held  at  Pittsburgh,  on  the  16th  inst.,  at  which  were  repre- 
sented a  majoi'ity  of  the  stockholders,  and  of  each  class  of  the 
bondholders,  and  was  unanimously  approved. 

The  undersigned,  therefore,  in  exercise  of  the  authority  con- 
ferred upon  them  by  Article  12  of  the  First  and  Second  Deeds 
of  Trust,  give  notice,  that  meetings  of  the  First  and  Second 
Mortgage  Bondholders  will  be  held,  at  the  banking  house  of 


149 

Winslow,  Lanier  &  Co.,  No.  52  Wall  Street,  in  the  City  of  New 
York,  on  Thursday,  the  7th  day  of  April,  1864,  at  11  A.  M.,  for 
the  purpose  of  considering  the  aforesaid  measures. 

At  such  meeting,  the  bondholders,  if  registered,  may  vote,  in 
person  or  by  proxy. 

Kegistration  on  the  voting  register  can  be  made,  by  any  holder, 
at  the  office  or  agency  of  the  Company,  at  the  banking  house  of 
Winslow,  Lanier  &  Co.,  where  the  books  are  now  open  for  that 
purpose,  on  presentation  by  the  holder  of  his  bonds,  or  on  his 
filing  the  written  order  of  the  person  last  registered  as  the 
holder. 

The  registration  was  originally  in  the  names  of  the  persons  to 
whom  the  bonds  were  issued.  In  cases  in  which  the  bonds  have 
since  changed  hands,  the  present  holder  can  vote  only  by  register- 
ing himself,  or  upon  the  proxy  of  the  person  last  registered. 

A  general  attendance  of  the  bondholders  is  earnestly  re- 
quested, as  well  to  act  on  the  questions  aforesaid,  as  to  perfect 
the  organization  contemplated  in  Article  12  of  the  Deeds  of 
Trust. 

The  meetings  of  the  First  and  Second  Mortgage  Bondholders 
will  be  held  separately,  but  at  the  same  time  and  place,  and  the 
holders  of  the  Third  Mortgage  Bonds  are  invited  to  be  present, 
though  their  action  is  not  required  by  the  trust  deeds. 

The  resolutions  adopted  at  the  annual  meeting,  and  the  reso- 
lution of  the  Board  of  Directors,  requesting  a  call  of  the  meetings 
of  the  bondholders,  are  subjoined. 

JOHN  FERGUSON, 
SAMUEL  J.  TILDEN, 
Trustees  for  the  First  and  Second  Mortgage  Bondholders. 

EESOLUTIONS 

Recommended  by  the  Board  of  Directors  to  the  stockholders, 
for  adoption  at  the  annual  meeting,  March  16,  1864 :  , 

Resolved,  That  it  is  expedient,  that  expenditures  for  construc- 
tion, equipment  and  objects  pertinent  thereto,  involving  new  cap- 
ital, should,  in  the  main,  be  provided  by  an  increase  of  capital 
stock  of  the  Company. 

Resolved^  That  the  increase  of  capital  stock  should  be  made 
solely  for  the  purpose  of  building  and  completing  a  double  track, 


150 

or  such  pai't  thereof  as  may  be  expedient,  and  for  equipping  the 
road  and  providing  such  additional  rolling  stock,  machinery,  ap- 
purtenances and  other  facilities  as  may  be  necessary  to  properly 
do  all  the  business  which  may  offer,  and  for  no  other  purpose,  and 
should  only  be  issued  from  year  to  year,  in  such  amounts  as  the 
stockholders,  at  their  annual  meetings,  may  decide  upon.  Their 
decision  shall  be  based  upon  detailed  estimates,  made  by  the 
Board  of  Directors,  of  the  amount  of  money  necessary  for  the 
work  of  the  year ;  and  that  the  new  issue  of  stock  shall  only  be 
sold  after  public  notice. 

Resolved^  That  the  increase  of  capital  for  1864  shall  not  ex- 
ceed $3,600,000. 

Resolved,  That  the  stockholders  hereby  recommend,  and,  as 
far  as  may  be  necessary,  authorize  the  Board  of  Directors  to  make 
such  agreement  or  arrangement  with  the  holders  of  the  bonds, 
under  the  trust  deeds,  as  will  enable  them  to  increase  the  capital 
stock,  as  indicated  in  the  preceding  resolutions. 

Adopted  unanimously  by  vote  of  $4,562,000,  out  of  $6,500,000 
of  stock ;  $3,729,500,  out  of  $5,250,000  of  First  Mortgage  Bonds  ; 
$3,766,000,  out  of  $5,160,000  of  Second  Mortgage  Bonds ;  and 
$1,425,000,  out  of  $2,000,000  of  Third  Mortgage  Bonds,  $400,000 
not  voting  be^iause  not  registered. 

Resolutions  adopted  by  the  Board  of  Directors  this  day : 

Resolved,  That  the  Trustees  under  the  mortgages,  Samuel  J. 
Tilden  and  John  Ferguson,  be  and  they  are  hereby  requested  to 
call,  at  the  earliest  moment  possible,  a  meeting  of  the  bond- 
holders, in  the  City  of  New  York,  to  act  upon  the  resolutions 
adopted  by  the  stockholders,  at  their  annual  meeting  in  the  City 
of  Pittsburgh,  on  the  16th  day  of  March,  1864,  and  to  obtain,  if 
possible,  the  assent  of  the  bondholders  thereto. 

Offered  by  L.  Meyer,  Esq. 
Attest : 

W.  H.  BARNES, 

Secretary. 

Mr.  Tilden  then  offered  the  following  resolutions  : 
Resolved,  That  the  call  of  the  present  meeting,  the  period 
and   mode   of  its   notice,  and   the  provisions  contained  in  the 


151 

notice  of  regulations  or  by-laws,  for  the  present  meeting,  are 
hereb}^  approved. 

Resolved^  That  the  voting  register  of  the  first  mortgage 
bondholders,  kept  at  the  oflSce  or  agency  of  the  Company,  in  the 
City  of  New  York,  and  now  submitted  to  this  meeting,  is  the 
proper  evidence  of  the  right  to  vote  in  the  present  meeting,  and 
the  persons  in  whose  names  the  bonds  stand  registered  are 
entitled  to  vote,  in  person  or  by  proxy,  upon  the  said  bonds. 

Resolved^  That  the  following  rules  or  by-laws  be  adopted 
and  established  for  the  government  of  meetings  of  the  bond- 
holders of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  until  otherwise  ordered  : 

1.  Notice  of  meetings  of  bondholders  may  be  given  by  pub- 
lication, three  times  a  week,  for  at  least  two  weeks,  in  three  daily 
newspapers  in  the  City  of  New  York. 

2.  In  the  absence  from  the  country,  or  disability,  of  either  of 
the  Trustees  under  the  mortgages,  meetings  may  be  called  by  the 
other  Trustee.  On  any  requisition  of  a  majority  in  interest  of 
the  bondholders,  as  shown  by  the  voting  register,  a  meeting  shall 
be  called  by  the  Trustees,  and  on  the  refusal  or  neglect  of  either, 
by  the  other,  and  on  the  refusal  or  neglect  of  both,  the  meeting 
may  be  called  by  the  said  majority. 

3.  A  majority  in  interest  of  the  bondholders  shall  constitute  a 
quorum. 

4.  The  meetings,  when  called  by  the  Trustees,  or  one  of  them, 
shall  be  called  to  order  by  either  of  the  Trustees  who  may  bo 
present. 

5.  Record  shall  be  made  of  all  proceedings  of  meetings  of 
bondholders,  in  a  book,  and  certified  to  by  the  Chairman  and 
Secretary,  and  deposited  with  the  Trustees. 

6.  Any  proxy  given  for  a  meeting  shall  be  valid  at  any  ad- 
journment thereof,  unless  the  bondholder  giving  the  proxy  shall 
appear  in  person  at  such  adjourned  meeting. 

7.  The  voting  register  may  be  closed  for  not  exceeding  one 
week  previous  to  a  meeting. 

8.  The  Trustees  may  make,  temporarily,  such  other  regula- 
tions, not  inconsistent  with  the  foregoing,  as  shall  seem  to  them 
necessary. 

By  consent,  the  vote  on  the  resolutions  and  rules  and  by-laws 
was  deferred. 


152 

Mr.  Cass,  President  of  the  Company,  then  submitted  the  reso- 
hitions  of  the  Board  of  Directors,  and  the  "  Financial  Pro- 
gramme," for  the  consideration  of  this  meeting,  previous  to  read- 
ing which,  he  made  a  statement,  in  brief,  of  the  object  of  the 
same.     The  resohitions  and  programme  read  as  follows  : 

Besolved,  That  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company,  in  conformity  with  a  resolution  of  the  stock- 
holders, adopted  at  their  regular  annual  meeting,  held  in  the  City 
of  Pittsburgh,  on  the  16th  March,  1804,  hereby  proposes  to  the 
first  and  second  mortgage  bondholders,  when  assembled  in  meet- 
ings pursuant  to  the  respective  deeds  of  trust,  on  Thursday,  the 
7th  of  April,  1864,  the  following 


FINAlSrCIAL  PKOGRAMME: 

Whereas,  the  said  first  and  second  deeds  of  trust  or  mortgage 
each  contain  a  provision  in  these  words : 

"  Article  Eighth. — The  aggregate  amount  of  the  capital  stock 
of  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, outstanding  at  any  one  time,  shall  never  exceed,  in  par 
value,  six  millions  and  five  hundred  thousand  dollars,  unless  the 
holders  of  bonds,  secured  by  these  presents,  shall  have,  by  a  vote 
at  a  meeting  duly  held,  expressly  consented  to  such  increase." 

It  is  proposed,  that  the  said  bondholders  shall,  in  meetings 
duly  held  in  conformity  to  Article  Twelfth  of  the  said  deeds, 
consent  to  such  increase  of  the  capital  stock  of  the  said  Company 
as  shall  be  necessary  for  the  purpose  of  construction  connected 
with  the  said  railway,  to  wit,  providing  additional  equipment, 
machinery  and  implements,  and  such  buildings,  grounds  and 
other  improvements  as  are  properly  appurtenant  thereto,  and  are 
needful  facilities  to  its  business,  and  such  portions  of  a  double 
track  as  the  traffic  shall  from  time  to  time  require. 

That  such  consent  be  given  upon  the  following  conditions  : 

First. — That  all  moneys  raised  by  such  increase  of  the  capital 
stock  shall  be  inviolably  appropriated  to  the  aforesaid  purpose  ; 
that  the  sales  or  disposition  of  said  stock  from  time  to  time,  and 
the  application  of  the  moneys,  be  made  under  the  general  super- 
vision of  James  F.  D.  Lanier,  J.    Edgar   Thomson,    Springer 


163 

Harbaiigh,  the  present  Finance  Committee  of  the  Company,  and 
Samuel  J.  Tildenand  Louis  H.  Meyer,  Directors  resident  in  New 
York,  or  a  majority  of  them,  or  by  agents  appointed  by  them ; 
and  that  in  case  of  any  misapplication  of  the  said  moneys,  the  said 
committee  shall  have  power  to  suspend  any  further  issues  of 
stock  than  shall  at  that  time  have  been  actually  made,  and  to 
revoke  this  consent  as  to  such  further  issues. 

Secondly. — That  the  total  issues  for  the  year  1864  shall  not 
exceed  $3,500,000  ;  and  that  no  issues  for  any  future  year  shall 
be  made,  except  upon  the  detailed  estimates,  submitted  by  the 
Board  of  Directors,  of  the  amount  of  money  necessary  for  the 
work  of  the  year,  and  after  the  adoption  of  a  resolution,  author- 
izing the  same,  at  the  annual  meeting  of  the  stock  and  bond- 
holders. 

Thirdly. — That  this  consent  shall  not  take  effect  except  co- 
temporaneously  with  the  agreement  hereinafter  specified,  between 
the  said  Company  and  the  said  first  and  second  mortgage  bond- 
holders, and  as  part  of  one  entire  financial  system. 

Whereas.^  the  said  first  and  second  deeds  of  trust  each  contain 
substantially  the  following  provision  : 

"  Article  Sixth. — In  any  six  months,  the  first  such  period 
commencing  on  the  first  day  of  January,  1 862,  in  which  the  net 
earnings  of  the  said  railway  shall  exceed  the  amount  necessary 
to  pay  the  interest  upon  all  the  bonds  of  the  said  Company,  se- 
cured by  these  presents,  or  by  either  of  the  two  several  trust 
deeds,  bearing  even  dates  herewith,  and  then  outstanding,  in- 
cluding the  contribution  to  the  special  sinking  fund  for  the  six 
per  cent,  bonds  herein  provided,  and  a  dividend  of  three  per 
cent,  upon  six  millions  and  five  hundred  thousand  dollars  of 
capital  stock,  such  surplus  shall  be  reserved,  and  shall,  within 
sixty  days  after  the  expiration  of  the  said  six  months,  be  paid 
over  to  the  Trustees  as  a  sinking  fund  for  the  redemption  of  the 
bonds  secured  by  these  presents ;  Provided.,  that  after  the  re- 
demption of  bonds  amounting  in  the  aggregate  to  two  millions 
and  five  hundred  thousand  dollars,  the  said  sinking  fund  may  be 
limited  to  the  application  of  not  less  than  one  per  cent.,  per  an- 
num, upon  the  aggregate  of  bonds  outstanding  at  the  time  of 
such  limitation  ;  and  the  said  sinking  fund  may,  at  any  time 
hereafter,  he  varied  in  its  amo^tnt,  hy  agreennent  between  the  said 
Company  and  the  holders  of  the  bonds  secured  hereby,  acting 


164 

hy  a  majority  in  interest ;  and,  with  the  assent  of  the  Trus- 
tees, the  said  surplus,  or  any  part  thereof,  may,  as  the  same  shall 
from  time  to  time  arise,  be  applied  to  the  improvement  of  the 
said  railway,  its  equipments  and  appurtenances." 

It  is  proposed  that  the  sinking  fund  provided  in  the  said 
several  deeds  he  varied  in  amount^  by  agreement  between  the 
said  Company  and  the  holders  of  tlie  respective  bonds,  acting  by 
a  majority  in  interest ;  and  be  reduced  and  limited  to  the  amount 
of  one  per  cent,  in  each  year,  beginning  on  the  first  day  of  Janu- 
ary, 1864,  upon  the  whole  original  issue  of  the  said  bonds;  or 
$52,50(>  for  the  First  Mortgage  Bonds,  and  $51,600  for  the  Sec- 
ond Mortgage  Bonds,  in  addition  to  the  interest  upon  the  bonds 
which  shall  have  been  purchased  in  for  the  sinking  fund ;  so 
that  the  sum  to  be  applied  in  each  year  to  the  payment  of  in- 
terest and  sinking  fund  shall  be  eight  per  cent,  upon  the  amount 
of  the  original  issue. 

That  such  agreement  be  entered  into  by  the  bondholders  upon 
the  following  conditions ; 

First. — That  the  payments  into  the  said  sinking  funds  be 
made  in  priority  to  any  dividends  on  stock. 

.  Secondly. — That  the  sinking  fund  for  the  First  Mortgage 
Bonds  be  applied  to  the  purchase,  by  the  Trustees,  of  the  said 
bonds,  at  their  market  value ;  and  the  sinking  fund  for  the 
Second  Mortgage  Bonds  be  applied  to  the  purchase  of  the  said 
bonds,  by  the  Trustees,  at  their  market  value ;  such  applica- 
tion to  be  made  in  such  manner,  and  subject  to  such  qualifications, 
as  may  be  agreed  upon  between  the  Trustees  and  the  Company. 

Thirdly.^ — That  the  said  Company  shall,  by  an  instrument, 
in  a  form  to  be  approved  by  the  Trustees  under  the  said  first  and 
second  trust  deeds,  and  duly  executed  and  delivered  to  the  said 
Trustees,  waive,  relinquish  and  extinguish  any  and  all  right 
which  the  said  Company  has,  or  may  have  after  July  1st,  1867, 
to  redeem  any  of  the  said  bonds,  or  to  require  the  holders  then  to 
accept  in  exchange  therefor  six  per  cent,  bonds,  by  virtue  of  a 
clause  contained  in  the  said  bonds,  or  of  Article  Seventh  of  the 
said  several  deeds  of  trust,  and  shall  cause  to  be  stamped,  with- 
out expense  to  the  holder,  on  any  of  the  bonds,  which  may  be 
presented  for  the  purpose,  an  endorsement  in  evidence  of  such 
agreement,  in  a  form  to  be  approved  as  aforesaid  ;  and  shall  also 


155 

in  like  manner  confer  upon  all  holders  of  the  First  and  Second 
Mortgage  Bonds  the  right  to  vote,  at  all  corporate  meetings,  at  the 
rate  of  one  vote  for  each  one  hundred  dollars  of  the  par  value 
thereof,  so  far  as  may  be  done  under  existing  or  future  legisla- 
tion. 

Fourthly. — That  the  said  Company  shall,  by  an  instrument  in 
a  form  approved  as  aforesaid,  and  executed  and  delivered  as 
aforesaid,  agree  to  pay  the  interest  accruing  subsequently  to 
January  1st,  1864,  upon  the  third  mortgage  bonds,  semi-annu- 
ally, on  the  first  days  of  April  and  October,  in  each  year. 

Resolved^  That,  in  the  event  that  the  bondholders  shall  agree 
to  the  foregoing  propositions,  they  be  requested  to  authorize  their 
Trustees  to  execute  and  to  accept  all  instruments  necessary  or 
proper  to  evidence  the  said  consent  and  agreement ;  and  that  the 
acceptance  by  the  said  Trustees  of  instruments  executed  by  the 
said  Company,  for  the  purposes  aforesaid,  be  deemed  the  accept- 
ance of  the  bondholders  respectively,  and  evidence  of  the  compli- 
ance of  the  Compan}^  with  all  conditions  necessary  to  give  effect 
to  the  consent  and  agreement  proposed  to  be  given  and  made  by 
the  bondholders. 

Resolved^  That  the  President  and  Yice-President  of  this  Com- 
pany be  authorized  to  cause  to  be  prepared,  executed  and  de- 
livered in  behalf  of  this  Company,  all  instruments  which  they 
may  deem  necessary  or  proper  to  carry  into  effect  the  foregoing 
proposition  ;  and  to  cause  the  said  instruments  to  be  sealed  by 
the  common  seal  of  this  Company,  and  the  same  to  be  attested 
by  the  President  and  Secretary. 

Resolved^  That  the  President  be  requested  to  appear,  in  per- 
son, at  the  bondholders'  meeting,  on  the  7th  inst.,  to  lay  before 
them  the  foregoing  order  and  resolutions,  and  to  ask  their  con- 
currence therein. 

After  full  discussion  and  general  approval  of  the  programme 
by  the  bondholders  present,  Mr.  Tilden  offered  the  following 
resolutions : 

"  Resolved^  That  the  First  Mortgage  Bondholders  of  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company,  duly  assem- 
bled in  meeting,  do  hereby  approve,  agree  to  and  adopt  the  fore- 
going proposition  made  to  them  by  the  said  Company. 


156 

Resolved,  That  the  First  Mortgage  Bondholders  of  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company,  duly  as- 
sembled in  meeting,  and  acting  by  a  majority  in  interest,  repre- 
sented in  person  or  by  proxy,  do  hereby  consent  to  the  increase 
of  capital  stock  provided  for  in  the  foregoing  "  Financial  Pro- 
gramme," presented  by  the  Company,  upon  the  conditions  therein 
expressed. 

Resolved,  That  the  First  Mortgage  Bondholders,  of  the  Pitts- 
burgli,Fort  Wayne  and  Chicago  Railway  Company,  duly  assembled 
in  meeting,  and  acting  by  the  affirmative  vote  of  a  majority  in 
interest  of  the  said  bonds,  represented  in  person  or  by  proxy,  do 
hereby  consent  and  agree  to  the  modification  of  the  Sinking 
Fund  specified  in  the  foregoing  Financial  Programme,  upon  the 
conditions  therein  expressed. 

Resolved,  that  the  First  Mortgage  Bondholders,  duly  assem- 
bled in  meeting,  and  acting  by  the  aflSrmative  vote  of  a  majority  in 
interest,  do  hereby  authorize  their  Trustees  to  execute  and  accept 
all  instruments  necessary  and  proper  to  evidence  the  said  consent 
and  agreement,  and  to  do  all  acts  and  things  which  shall  be,  in 
their  judgment,  necessary  or  proper  to  carry  into  effect  the  said 
programme,  and  that  the  acceptance  by  the  said  Trustees  of  in- 
struments, executed  by  the  said  Company,  for  the  purposes  afore- 
said, be  deemed  the  acceptance  of  the  bondholders  respectively, 
and  evidence  of  the  compliance  of  the  Company  with  all  con- 
ditions necessary  to  give  effect  to  the  consent  and  agreement  pro- 
posed to  be  given  and  made  by  the  bondholders." 

Whereupon  it  was  unanimously  ordered,  that  the  vote  should 
be  taken  upon  all  the  foregoing  resolutions  and  rules,  or  by-laws 
and  the  "  Financial  Programme "  above  set  forth,  and  that  the 
vote  be  taken  by  each  bondholder,  or  person  representing  a  bond- 
holder, signing  his  name  to  lists  headed  "  Aye  "  and  "  No  ;"  the 
bonds  held  or  represented  by  him,  and  the  number  of  bond  votes 
held  by  each,  as  ascertained  from  the  voting  register  by  tellers. 

On  motion,  Messrs.  L.  H.  Meyer  and  W.  H.  Barnes  were 
appointed  to  be  the  tellers  to  receive,  count  and  make  record  and 
return  of  the  votes  cast. 

The  bondholders  having  voted,  the  meeting,  on  motion  being 
made,  adjourned  imtil  to-morrow  morning,  at  10  o'clock. 


157 


Friday  Morning,  April  8th,  1864. 

Adjourned  meeting  of  the  First  Mortgage  Bondholders  of  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company. 

Pursuant  to  adjournment,  the  bondholders  met  at  10  A.  M., 
Mr.  Ogden  in  the  Chair  ;  L.  H.  Meyer  and  W.  H.  Barnes,  Sec- 
retaries. 

The  Secretary  read  the  minutes  of  the  meeting  of  yesterday, 
which  were  approved. 

The  tellers  then  presented  their  returns  of  the  vote  had  at 
the  meeting  yesterday,  as  follows,  viz.: 

We,  the  undersigned,  tellers  appointed  to  take  the  vote  of  the 
First  Mortgage  Bondholders  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company,  at  a  meeting  held  by  them  on  the 
7th  inst.,  do  now  report,  that  the  First  Mortgage  Bondholders 
voted  as  follows :  Ayes,  $4,175,000. ;  Noes,  none ;  and  that 
the  First  Mortgage  Bondholders  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company,  by  an  affirmative  vote  of 
$4,175,000.00,  out  of  $5,250,000,  did  signify  their  approval  of 
the  resolutions,  &c.,  &c.,  voted  upon. 

(Signed)  '  LOUIS  H.  MEYER, 

WM   H.  BARNES, 

I'eUers. 

Whereupon  the  Chairman  then  declared  that  each  of  the 
said  resolutions  having  received  an  affirmative  vote  of  $4,175,000 
out  of  $5,250,000  of  First  Mortgage  Bonds,  being  an  affirmative 
vote  of  more  than  a  majority  in  interest,  the  said  resolutions,  and 
each  of  them,  and  the  financial  programme  contained  therein, 
submitted  by  the  Company,  were  adopted  by  tlie  P'irst  Mortgage 
Bondholders. 

On  motion,  the  meeting  adjourned  on  call. 

At  the  same  time  and  place  the  bondholders  under  the  second 
mortgage  met,  and  had  the  same  proceedings  as  those  of  the 
first  mortgage,  above  recited,  excepting  the  report  of  tellers  and 
declaration  of  Chairman,  which  reads  as  follows,  viz.: 

We,  the  undersigned,  tellei-s  appointed  to  take  the  vote  of  the 
Second  Mortgage  Bondholders  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company,  at  a  meeting  held  by  them  on 


158 

the  7th  inst.,  do  now  report  that  the  Second  Mortgage  Bond- 
holders voted  as  follows:  Ayes,  $3,803,000;  Noes,  none;  and 
that  the  Second  Mortgai^e  Bondholders  of  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Kailway  Company,  by  an  affirmative  vote  of 
$3,803,003,  out  of  $5,160,000,  did  signify  their  approval  of  the 
resolutions,  &c.,  &c.,  voted  upon. 

(Signed,)  LOUIS  H.  MEYER, 

WM.  H.  BARNES, 

TeUers, 


Whereupon  the  Chairman  then  declared  that  each  of  the 
said  resolutions  having  received  an  affirmative  vote  of  $3,803,000, 
out  of  $5,160,000,  of  Second  Mortgage  Bonds,  being  an 
affirmative  vote  of  more  than  a  majority  in  interest,  the  said 
resolutions,  and  each  of  them,  and  the  "  Financial  Programme  " 
contained  therein,  submitted  by  the  Company,  were  adopted  by 
the  Second  Mortgage  Bondholders. 

On  motion,  the  meeting  adjourned  on  call. 

(Signed,)  LOUIS  H.  MEYER, 

WM.  H.  BARNES, 

Secretaries. 


159 


CONTRACT  WITH  MORTGAGE  TRUSTEES. 

MODIFYING  SINKING  FUNDS,  AND  ALLOWING 

INCREASE  OF  CAPITAL  STOCK. 

This  Indenture^  made  this  eighth  day  of  April,  in  the  year 
of  our  Lord  one.  thousand  eight  hundred  and  sixty-four,  between 
the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  of 
the  first  part,  and  John  Ferguson  and  Samuel  J.  Tilden,  of  the 
City  and  State  of  New  York,  of  the  second  part,  witiiesseth : 

Whereas^  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company,  party  of  the  first  part,  is  a  corporation  duly 
formed  and  organized  under  laws  of  the  States  of  Pennsyl- 
vania, Illinois  and  Indiana,  respectively  ; 

And  whereas^  heretofore,  to  wit,  on  or  about  the  first  day  of 
March,  1862,  the  said  Company  issued  certain  bonds,  known  re- 
spectively, as  its  First,  Second,  and  Third  Mortgage  Bonds ; 

And  whereas^  the  said  bonds  were  so  issued  upon  the  purchase 
of  the  railway  now  owned  by  said  Company,  from  James  F.  D. 
Lanier,  Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar  Thomson 
and  Samuel  Hanna,  in  evidence  of  a  portion  of  the  consideration 
therefor,  and  were  secured  by  three  several  deeds  of  trust  or 
mortgage,  duly  executed  and  delivered  by  the  said  James  F.  D. 
Lanier,  Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar  Thomson, 
and  Samuel  Hanna,  to  John  Ferguson  and  Samuel  J.  Tilden, 
Trustees,  who  are  the  parties  of  the  second  part  hereto,  convey- 
ing the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway,  and  the 
equipments,  appurtenances  and  things  in  said  deeds  described, 
in  the  order  of  priority  by  the  said  deeds  established  ; 

And  whereas^  afterwards,  to  wit,  on  or  about  the  second  day 
of  March,  1864,  the  said  James  F.  D.  Lanier  and  Mary  M.  Lanier, 
his  wife,  Samuel  J.  Tilden,  bachelor,  Louis  H.  Meyer  and  Ann 
Charlotte  Meyer,  his  wife,  J.  Edgar  Thomson  and  Lavina  F. 
Thomson,  his  wife,  and  Samuel  Hanna  and  Eliza  Hanna,  his  wife, 


160 

granted  and  conveyed,  to  the  said  Pittsburgh,  Fort  "Wayne  and 
Chicago  Hailway  Company,  the  railway,  equipments,  appurte- 
nances and  things  in  the  said  several  deeds  of  trust  described, 
subject  to  the  said  several  deeds;  and  the  said  Company  accepted 
the  same,  subject  to  said  deeds,  and  the  liens  and  priorities  thereby 
created,  and  covenanted  and  agreed,  to  and  with  the  said  James 
F.  D.  Lanier,  Samuel  J.  Tilden,  Louis  H.  Meyer,  J.  Edgar  Thom- 
son and  Samuel  Hanna,  and  the  survivors  and  survivor  of  them, 
and  the  executors,  administrators  and  assigns  of  such  survivor, 
that  it,  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  should  and  would,  at  all  times  thereafter,  perform  and 
keep  all  and  every  the  conditions,  covenants,  agreements  and 
provisions  contained  in  the  said  several  deeds  of  trust  or  mort- 
gage, or  either  of  them,  to  be  by  the  said  Company  performed  or 
kept. 

And  whereas,  afterwards,  to  wit,  on  or  about  the  twentieth 
day  of  September,  1862,  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company,  in  further  assurance  of  the  title  of 
the  trustees  under  the  said  several  deeds  of  trust,  granted  and 
conveyed  to  the  said  parties  of  the  second  part  hereto,  upon  the 
trusts  in  the  said  several  deeds  of  trust  expressed,  the  said  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway,  its  equipments  and 
appurtenances,  and  the  property  and  things  in  the  said  several 
deeds  of  trust  described  ; 

And  whereas,  the  said  first  and  second  deeds  of  trust  or 
mortgage  each  contain  a  provision  in  these  words  : 

"  Article  Eighth. — The  aggregate  amount  of  capital  stock  of 
"  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
"  pany,  outstanding  at  any  one  time,  shall  never  exceed,  in  par 
"  value,  six  millions  and  five  hundred  thousand  dollars,  unless  the 
"  holders  of  bonds  secured  by  these  presents  shall  have,  by  a 
*'  vote  at  a  meeting  duly  held,  expressly  consented  to  such  in- 
"  crease." 

And  whereas,  each  of  the  said  first  and  second  mortgage 
bonds,  secured  by  the  first  and  second  deeds  of  trust,  respectively, 
contains  the  following  clause,  viz. : 

"  But  it  is  hereby  provided,  that  at  any  time  after  the  first 
"  day  of  July,  one  thousand  eight  hundred  and  sixty-seven,  the 
"  said  Company,  on  any  day  on  which  a  half-yearly  instalment 
"  of  interest  shall  fall  due,  may,  at  their  option,  redeem  at  par 


161 

"the  principal  of  this  bond.  And  it  is  further  agreed  that  this 
"bond  is  convertible,  at  the  option  of  the  holder,  upon  any  day 
"  upon  which  any  such  instalment  of  interest  shall  become  pay- 
"  able,  into  a  bond,  to  be  issued  and  secured  in  the  same 
"  manner  as  this  bond,  but  bearing  interest  at  the  rate  of 
"  six  per  cent.,  and  irredeemable  except  by  a  sinking  fund  of 
"  one  per  cent.,  per  annum,  on  the  whole  amount  of  the  said  six 
"  per  cent,  bonds,  which  shall  have  been  issued,  to  be  reserved 
"  and  applied  in  the  manner  specified  in  the  said  deed  of  trust." 

And  whereas^  the  said  first  and  second  deeds  of  trust  each 
contain,  substantially,  the  following  provision : 

"Article  Sixth. — In  any  six  months,  the  first  such  period 
"  commencing  on  the  first  day  of  January,  1862,  in  which  the 
"  net  earnings  of  the  said  railway  shall  exceed  the  amount  neces- 
"  sary  to  pay  the  interest  upon  all  the  bonds  of  the  said  Com- 
^'  pany,  secured  by  these  presents,  or  by  either  of  the  two  several 
"  trust  deeds,  bearing  even  dates  herewith,  and  then  outstanding, 
"  including  the  contribution  to  the  special  sinking  fund  for  the 
"  six  per  cent,  bonds  herein  provided,  and  a  dividend  of  three 
"  per  cent,  upon  six  millions  and  five  hundred  thousand  dollars 
"  of  capital  stock,  such  surplus  shall  be  reserved,  and  shall, 
"  within  sixty  days  after  the  expiration  of  the  said  six  months,  be 
"  paid  over  to  the  Trustees,  as  a  sinking  fund  for  the  redemption 
"  of  the  bonds  secured  by  these  presents ;  Provided^  that  after 
"  the  redemption  of  bonds  amounting  in  the  aggregate  to  two 
"  millions  and  five  hundred  thousand  dollars,  the  said  sinking 
''  fund  may  be  limited  to  the  application  of  not  less  than  one  per 
"  cent.,  per  annum,  upon  the  aggregate  of  bonds  outstanding  at 
"  the  time  of  such  limitation  ;  and  the  said  sinking  fund  may,  at 
"any  time  hereafter,  be  varied  in  its  amount,  by  agreement  be- 
"  tween  the  said  Company  and  the  holders  of  the  bonds  secured 
"  hereby,  acting  by  a  majority  in  interest ;  and  with  the  assent  of 
"the  Trustees,  the  said  surplus,  or  any  part  thereof  may,  as  the 
"  same  shall  from  time  to  time  arise,  be  applied  to  the  improve- 
"  ment  of  the  said  railway,  its  equipments  and  appurtenances." 

And  whereas^  each  of  the  said  bonds  also  contains  the  follow- 
ing provision,  viz.  : 

"  The  person  appearing  on  the  Voting  Bond  Register  of  the 
"  said  Company  as  the  holder  of  this  bond,  at  the  time  of  any 
"  meeting  of  the  stockholders  of  the  said  Company,  will  be  en- 


162 

"  titled  to  one  vote,  at  such  meeting,  for  every  two  hundred  dol- 
"  lars  of  tlie  p«ir  amount  thereof." 

And  whereas^  at  the  annual  meeting  of  the  stockholders  of  the 
said  Pittsburgh,  Fort  Wayne  and  (Chicago  Railway  Company, 
held  at  the  City  of  Pittsburgh,  on  the  sixteenth  day  of  March, 
1864,  the  following  resolutions  were  adopted,  viz. : 

"  Resolved^  That  it  is  expedient  that  expenditures  for  con- 
"  struction,  equipment,  and  objects  pertinent  thereto,  involving 
"  new  capital,  should  in  the  main  be  provided  for  by  an  increase 
"  of  capital  stock  of  the  Company. 

"  Resolved^  That  the  increase  of  capital  stock  should  be  made 
'^  solely  tor  the  purpose  of  building  and  completing  a  double 
"  track,  or  such  part  thereof,  as  may  be  expedient,  and  for  equip- 
"  ping  the  road,  and  providing  such  additional  rolling  stock, 
"  machinery,  appurtenances  and  other  facilities  as  may  be  neces- 
"  sary  to  properly  do  all  the  business  which  may  offer,  and  for  no 
"  other  purpose,  and  should  only  be  issued  from  year  to  year,  in 
"  such  amounts  as  the  stockholders  at  their  annual  meetings  may 
"  decide  upon.  Their  decision  shall  be  based  upon  detailed  esti- 
"  mates,  made  by  the  Board  of  Directors,  of  the  amount  of 
''  money  necessary  for  the  work  of  the  year,  and  that  the  new 
"  issue  of  stock  shall  only  be  sold  after  public  notice. 

"  Resolved^  That  the  increase  of  capital  for  1864  shall  not  ex- 
"ceed  $3,500,000. 

"  Resolved^  That  the  stockholders  hereby  recommend,  and, 
^'as  far  as  may  be  necessary,  authorize  the  Board  of  Directors  to 
''  make  such  agreement  or  arrangement  with  the  holders  of  the 
"bonds  under  the  trust  deeds  as  will  enable  them  to  increase  the 
"  capital  stock,  as  indicated  in  the  preceding  resolutions." 

And  whereas^  for  the  purpose  of  carrying  out  the  aforesaid 
recommendations  of  the  stockholders,  the  following  resolutions 
were,  at  a  meeting  of  the  Board  of  Directors,  unanimously 
adopted  : 

Resolved^  That  the  Pittsburnh,  Fort  Wayne  and  Chicago 
Railway  Company,  in  conformity  with  a  resolution  of  the  stock- 
holders, adopted  at  their  regular  annual  meeting,  held  in  the 
City  of  Pittsburgh,  on  the  16th  March,  1864,  hereby  proposes  to 
the  First  and  Second  Mortgage  Bondholders,  when  assembled  in 
meetings  pursuant  to  the  respective  deeds  of  trust,  on  Thursday, 
the  7th  of  April,  1864,  the  following 


163 

Financial  Programme: 

Whereas^  the  said  first  and  second  deeds  of  trust  or 
mortgage  each  contain  a  provision  in  these  words: 

"  Article  Eighth.  The  aggregate  amount  of  the  capital 
"stocks  of  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Pail- 
"  way  Company  outstanding,  at  any  one  time,  shall  never  exceed, 
"in  par  value,  six  millions  and  five  hundred  thousand  dollars, 
"  unless  the  holders  of  bonds  secured  by  these  presents  shall 
"  ha\e,  by  a  vote  at  a  meeting  duly  held,  expressly  consented  to 
"  such  increase : 

"  It  is  proposed^  that  the  said  bondholders  shall,  in  meetings 
"  duly  held  in  conformity  to  article  twelfth  of  the  said  deeds, 
"  consent  to  such  increase  of  the  capital  stock  of  the  said  Com- 
"  pany  as  shall  be  necessary  for  the  purpose  of  construction  con- 
"'  nected  with  the  said  railway,  to  wit,  providing  additional  equip- 
"  nient,  machinery  and  implements,  and  such  buildings,  grounds 
"  and  other  improvements  as  are  properly  appurtenant  thereto, 
"  and  are  needful  facilities  to  its  business,  and  such  portions  of  a 
"double  track  as  the  traffic  shall  from  time  to  time  require." 

That  such  consent  be  given  upon  the  following  conditions : 
"  First. — That  all  moneys  raised  by  such  increase  of  the  cap- 
"  ital  stock  shall  be  inviolably  appropriated  to  the  aforesaid  pur- 
"  pose ;  that  the  sales  or  disposition  of  said  stock,  from  time  to 
"  time,  and  the  application  of  the  moneys  be  made  under  the 
"  general  supervision  of  James  F.  D.  Lanier,  J.  Eds^ar  Thomson, 
"  Springer  Harbaugh,  the  present  Financie  Committee  of  the 
"  Company,  and  Samuel  J.  Tilden  and  Louis  H.  Meyer,  Direct- 
"  ors,  resident  in  New  York,  or  a  majority  of  them,  or  by  agents 
"  appointed  by  them,  and  that,  in  case  of  any  misapplication  of 
"  the  said  moneys,  the  said  Committee  shall  have  power  to  sus- 
"  pend  any  further  issues  of  stock  than  shall  at  that  time  have 
"  been  actually  made,  and  to  revoke  this  consent  as  to  such  further 
"  issues. 

"  Secondly. — That  the  total  issues  for  the  year  1864  shall  not 
"  exceed  $3,500,000,  and  that  no  issues  for  any  future  year  shall 
"  be  made,  except  upon  the  detailed  estimates  submitted  by  the 
"  Board  of  Directors  of  the  amount  of  money  necessary  for  the 
"  work  of  the  year,  and  after  the  adoption  of  a  resolution  author- 
"  izing  the  same  at  the  annual  meeting  of  the  stock  and  bond- 
"  holders. 


164 

"  Thirdly. — That  this  consent  shall  not  take  effect,  except 
"  contemporaneously  with  the  agreement  hereinafter  specified, 
"  between  the  said  Company  and  the  said  First  and  Second 
"  Mortgage  Bondholders,  and  as  part  of  one  entire  financial  sys- 
"  tern. 

"  Whereas^  the  said  first  and  second  deeds  of  trust  each  con- 
'^  tain  substantially  the  following  provision : 

"  Article  Sixth. — In  any  six  months,  the  first  such  period  com- 
'•  mencing  on  the  first  day  of  January,  1862,  in  which  tlie  net 
"  earnings  of  the  said  railway  shall  exceed  the  amount  necessary 
'•'  to  pay  the  interest  upon  all  the  bonds  of  the  said  Company 
''  secured  by  these  presents,  or  by  either  of  the  two  several  trust 
"  deeds,  bearing  even  dates  herewith,  and  then  outstanding,  in- 
"  eluding  the  contribution  to  the  special  sinking  fund  for  the  six 
"  per  cent,  bonds  herein  provided,  and  a  dividend  of  three  per 
"  cent,  upon  six  millions  and  five  hundred  thousand  dollars  of 
'*  capital  stock,  such  surplus  shall  be  reserved,  and  shall,  within 
"  sixty  days  after  the  expiration  of  the  said  six  months,  be  paid 
"  over  to  the  trustees,  as  a  sinking  fund  for  the  redemption  of  the 
"  bonds  secured  by  these  presents;  Provided,  that  after  the  re- 
"  demption  of  bonds  amounting  in  the  aggregate  to  two  millions 
"  and  five  hundred  thousand  dollars,  the  said  sinking  fund  may 
"  be  limited  to  the  application  of  not  less  than  one  per  cent.,  per 
''  annum,  upon  the  aggregate  of  bonds  outstanding  at  the  time  of 
"such  limitation;  and  the  said  sinking  fund  may,  at  any  time 
"  hereafter,  be  varied  in  its  amount  by  agreement  between  the 
"  said  Company  and  the  holders  of  the  bonds  secured  hereby, 
"  acting  by  a  majority  in  interest ;  and,  with  the  assent  of  the 
"  Trustees,  the  said  surplus,  or  any  part  thereof,  may,  as  the  same 
"  shall  from  time  to  time  arise,  be  applied  to  the  improvement  of 
"  the  said  railway,  its  equipments  and  appurtenances : 

"  It  is  proposed,  that  the  sinking  fund  provided  in  the  said  sev- 
"  eral  deeds  be  varied  in  amount,  by  agreement  between  the  said 
"  Company  and  the  holders  of  the  respective  bonds,  acting  by  a  ma- 
"  jority  in  interest,  and  be  reduced  and  limited  to  the  amount  of  one 
•'  per  cent,  in  each  year,  beginning  on  the  first  day  of  January, 
''  1864,  upon  the  whole  original  issue  of  the  said  bonds,  or 
''  $52,500  for  the  first  mortgage  bonds,  and  $51,600  for  tlie 
'^  second  mortgage  bonds,  in  addition  to  the  interest  upon  the 
"  bonds  which  shall  have  been  purchased  in  for  the  sinking  fund, 
"  so  that  the  sum  to  be  applied  in  each  year  to  the  payment  of  " 


165 

"  interest  and  sinking  fund  shall  be  eight  per  cent,  upon  the 
"  amount  of  the  original  issue. 

"  That  such  agreement  be  entered  into  by  the   bondholders, 
"  upon  the  following  conditions: 

"  First. — That  the  payments  into  the  said  sinking   funds  be 
"  made  in  priority  to  any  dividends  on  the  stock. 

''''Secondly. — That  the  sinking  fund  for  the  first  mortgage' 
'*  bonds  be  applied  to  the  purchase  by  the  trustees  of  the  said 
"  bonds,  at  their  market  value  ;  and  the  sinking  fund  for  the 
"  second  mortgage  bonds  be  applied  to  the  purchase  of  the  said 
"  bonds  by  the  trustees,  at  their  market  value ;  such  application 
**  to  be  made  in  such  manner,  and  subject  to  such  qualifications, 
^'  as  may  be  agreed  upon  between  the  trustees  and  the  Company. 

''  Thirdly. — That  the  said  Company  shall,  by  an  instrument, 
"  in  a  form  to  be  approved  by  the  trustees  under  the  said  first 
"  and  second  trust  deeds,  and  duly  executed  and  delivered  to  the 
"  said  trustees,  waive,  relinquish,  and  extinguish  any  and  all 
"  right  which  the  said  Company  has,  or  may  have  after  July  1st, 
"  1867,  to  redeem  any  of  the  said  bonds,  or  to  require  the  hold- 
"  ers  then  to  accept  in  exchange  therefor  six  per  cent,  bonds,  by 
"  virtue  of  a  clause  contained  in  the  said  bonds,  or  of  Article 
"  Seventh  of  the  said  several  deeds  of  trust ;  and  shall  cause  to 
"  be  stamped,  without  expense  to  the  holder,  on  any  of  the  bonds 
"  which  may  be  presented  for  the  purpose,  an  endorsement  in  evi- 
"  dence  of  such  agreement,  in  a  form  to  be  approved  as  afore- 
"  said  ;  and  shall  also  in  like  manner  confer  upon  all  holders  of 
"  the  first  and  second  mortgage  bonds  the  right  to  vote  at  all 
'*  corporate  meetings,  at  the  rate  of  one  vote  for  each  one  hun- 
"  dred  dollars  of  the  par  value  thereof,  so  far  as  may  be  done 
"  under  existinor  or  future  legislation. 

"  Fourthly. — That  the  said  Company  shall,  by  an  instrument, 
"  in  a  form  approved  as  aforesaid,  and  executed  and  delivered  as 
"  aforesaid,  agree  to  pay  the  interest,  accruing  subsequently  to 
"  January  1st,  1864,  upon  the  third  mortgage  bonds,  semi-annually, 
"  on  the  first  days  of  April  and  October  in  each  year. 

"  Resolved^  That  in  the  event  that  the  bondholders  shall 
"  agree  to  the  foregoing  propositions,  they  be  requested  to 
*'  authorize  their  trustees  to  execute  and  to  accept  all  instruments 
"  necessary  or  proper   to  evidence  the  said  consent  and  agree- 


166 

"  ment ;  and  that  the  acceptance  by  the  said  trustees  of  instru- 
"  ments  executed  by  the  said  Company,  for  the  purposes  afore- 
"  said,  be  deemed  the  acceptance  of  the  bondholders  respectively, 
"  and  evidence  of  the  compliance  of  the  Company  with  all  con- 
"  ditions  necessary  to  give  effect  to  the  consent  and  agreement 
"  proposed  to  be  given  and  made  by  the  bondholders. 

"  Resolved^  That  the  President  and  Yice-President  of  this 
"  Company  be  authorized,  to  cause  to  be  prepared,  executed  and 
"  delivered,  in  behalf  of  this  Company,  all  instruments,  which 
"  they  may  deem  necessary  or  proper  to  carry  into  effect  the 
"  foregoing  proposition  ;  and  to  cause  the  said  instruments  to  be 
"  sealed  by  the  common  seal  of  this  Company,  and  the  same  to  be 
^*  attested  by  the  President  and  Secretary. 

"  Resolved^  That  the  President  be  requested  to  appear,  in 
"  person,  at  the  bondholders  meeting  on  the  7th  inst.,  to  lay  be- 
"  fore  them  the  foregoing  order  and  resolutions,  and  to  ask  their 
"  concurrence  therein." 

And  whereas^  at  a  meeting  of  the  holders  of  the  said  first 
mortgage  bonds,  duly  convened  by  the  trustees,  in  conformity 
with  the  provisions  of  the  said  first  deed  of  trust,  held  at  the  ofiice 
of  Messrs.  Winslow,  Lanier  &  Co.,  No.  52  Wall  street,  in  the  City 
of  New  York,  on  the  seventh  day  of  April,  in  tlie  year  one  thou- 
sand eight  hundred  and  sixty-four,  the  President  of  the  said  Com- 
pany presented  for  the  consideration  of  said  meeting  the  resolu- 
tions and  "  Financial  Programme"  aforesaid,  and  asked  the  con- 
currence of  the  said  bondholders  therein  ;  and  thereupon,  after 
full  discussion  and  general  approval  by  the  said  bondholders,  the 
following  resolutions  were,  on  motion,  unanimously  adopted, 
holders  of  bonds,  to  the  aggregate  amount  of  $4,175,000,  present 
at  said  meeting,  in  person  or  by  proxy,  voting  in  the  affirmative, 
and  there  being  no  vote  cast  in  the  negative,  viz: 

"  Resolved^  That  the  first  mortgage  bondholders  of  the  Pitts- 
"  burgh,  Fort  Wayne  and  Chicago  Railway  Company,  duly  assem- 
*'  bled  in  meeting,  do  hereby  approve,  agree  to  and  adopt  the 
"  foregoing  proposition  made  to  them  by  the  said  Company. 

"  Resolved,  That  the  first  mortgage  bondholders  of  the  Pitts- 
'*  burgh.  Fort  Wayne  and  Chicago  Hallway  Company,  duly  assem- 
"  bled  in  meeting,  and  acting  by  a  majority  in  interest,  repre- 
"  sen  led  in  person  or  by  proxy,  do  hereby  consent  to  the  increase 


167 

"  of  capital  stock  provided  for  in  the  foregoing  *  Financial 
"  Programme '  presented  by  the  Company,  upon  the  conditions 
""  therein  expressed. 

*'  Resolved,  That  the  first  mortgage  bondholders  of  the  Pitts- 
"  burgh,  Fort  Wayne  and  Chicago  Railway  Company,  duly  assem- 
"  bled  in  meeting,  and  acting  by  the  affirmative  vote  of  a  majority 
*'  in  interest  of  the  said  bonds,  represented  in  person  or  by  proxy, 
"  do  hereby  consent  and  agree  to  the  modifications  of  the  sinking 
"  fund  specified  in  the  foregoing  '  Financial  Programme,'  upon 
"  the  conditions  therein  expressed." 

^'Resolved,  That  the  first  mortgage  bondholders,  duly  assembled 
"  in  meeting  and  acting  by  the  affirmative  vote  of  a  majority  in 
'*  interest,  do  hereby  authorize  their  trustees  to  execute  and  ac- 
"  cept  all  instruments,  necessary  or  proper  to  evidence  the  said 
"  consent  and  agreement,  and  to  do  all  acts  and  things  which 
*' shall  be,  in  their  judgment,  necessary  or  proper  to  carry  into 
"  effect  the  said  programme,  and  that  the  acceptance  by  the  said 
"  trustees  of  instruments  executed  by  the  said  Company,  for  the 
"  purposes  aforesaid,  be  deemed  the  acceptance  of  the  bondhold- 
"  ers,  respectively,  and  evidence  of  the  compliance  of  the  Com- 
"  pany  with  all  conditions  necessary  to  give  effect  to  the  consent 
"  and  agreement  proposed  to  be  given  and  made  by  the  bond- 
"  holders." 

And  whereas,  at  a  meeting  of  the  holders  of  the  said  second 
mortgage  bonds,  duly  convened  by  the  trustees,  in  conformity 
with  the  provisions  of  the  said  second  deed  of  trust,  held  at  the 
office  of  Messrs. Wiiislow,  Lanier  and  Company,  No.  52  Wall  street, 
in  the  City  of  New  York,  on  the  seventh  day  of  April,  in  tjie 
3^ear  one  thousand  eight  hundred  and  sixty-four,  the  President  of 
the  said  Company  presented,  for  the  consideration  of  the  said 
meeting,  tlie  resolutions  and  ''  Financial  Programme  "  aforesaid, 
and  asked  the  concurrence  of  the  said  bondholders  therein  ;  and 
thereupon,  after  full  discussion  and  general  approval  by  the  said 
bondholders,  resolutions  precisely  similar  to  those  passed  by  the 
said  first  mortgage  bondholders,  and  hereinbefore  recited,  were, 
on  motion,  unanimously  adopted,  the  holders  of  said  second 
mortgage  bonds,  to  the  aggregate  amount  of  $3,803,000,  present 
at  said  meeting,  in  person  or  by  proxy,  voting  in  the  affirmative, 
and  there  being  no  vote  cast  in  the  negative. 


168 

Now,  THEREFORE,  THIS  INDENTURE    WITNESSETH,    That    the  Said 

party  of  the  first  part,  for  and  in  consideration  of  the  premises,  and 
of  the  sum  of  one  dollar,  to  it  paid  by  the  parties  of  the  second  part, 
and  in  order  to  carry  into  operation  and  effect  the  agreements  so 
as  aforesaid  made  by  it  with  the  said  bondholders,  has  cove- 
nanted and  agreed,  and,  by  these  presents,  does  covenant  and  agree, 
to  and  with  the  said  parties  of  the  second  part,  and  the  survivor 
of  them,  and  their  and  his  successors  and  successor  in  the  trust 
by  the  said  first  and  second  deeds  of  trust,  respectively,  created, 
and  to  and  with  each  and  every  holder  of  the  first  and  second 
mortgage  bonds  aforesaid,  as  follows : 

Article  First. — That  the  said  party  of  the  first  part  has  waived, 
relinquished  and  extinguished,  and  by  these  presents  does  waive, 
relinquish  and  extinguish,  any  and  all  right,  claini,  option  or  privi- 
lege, which  the  said  Company  has,  or  might  have,  if  the  propo- 
sitions aforesaid  had  not  been  made  to  and  accepted  by  the  said 
bondholders,  after  the  first  day  of  July,  1867,  to  redeem,  prior  to 
the  first  day  of  July,  1912,  any  of  the  said  bonds,  or  to  require 
the  holders  thereof,  as  an  alternative  to  such  redemption,  to  ac- 
cept, in  exchange  therefor,  six  per  cent,  bonds,  by  virtue  of  the 
clause  in  the  said  bonds,  hereinbefore  recited,  or  of  anything  in 
the  respective  deeds  of  trust,  securing  the  said  bonds,  contained  ; 
and  that  the  said  bonds,  and  each  and  every  of  them,  shall  be 
and  remain  irredeemable  by  the  said  Company  until  the  said  first 
day  of  July,  1912,  anything  in  the  said  bonds,  or  any  of  them,  or 
in  either  of  the  deeds  of  trust  aforesaid,  to  the  contrary  notwith- 
standing; and  that  the  said  Company,  without  expense  to  the 
holder,  will  cause  to  be  stamped  upon,  or  otherwise  affixed  or  at- 
tached to  any  of  the  said  bonds,  which  may  be  presented  for  that 
purpose  at  any  office  or  agency  of  the  said  Company,  a  memoran- 
dum or  agreement  in  evidence  of  such  waiver  and  relinquishment, 
in  the  form  following  : 

Pittsburgh,  Fort   Wayne   and   Chicago    Kailwat    Company. 
Agreement  in  Reference  to  Mortgage  Bonds. 

The  provision  of  this  bond,  by  which  the  same  may  be  re- 
deemed by  the  Company  before  the  maturity  thereof,  or  a  six 
per  cent,  bond  issued  in  exchange  therefor,  has  been,  for  a  valu- 
able consideration,  abrogated  and  annulled,  by  an  agreement, 
bearing  date  April   8th,  1864,  between  the  Company  and  the 


169 

trustees  under  the  deed  of  trust  within  mentioned,  which  agree- 
ment is  hereby  adopted  and  made  operative  and  obligatory  be- 
tween the  said  Company  and  the  holder  hereof ;  and  the  right  to 
vote  upon  this  bond  has  been,  by  the  same  agreement,  and  is 
hereby  enlarged  to  one  vote  for  every  one  hundred  dollars  of  the 
par  value  thereof,  and  the  sinking  fund  modified  as  in  the  said 
agreement  provided. 

In  witness  whereof,  the  said  Company  has  caused  its 
corporate  seal  to  be  hereto  affixed,  and  the  same  to  be 
attested  by  the  signatures  of  its  President  and  Secre- 
tary, the  day  of  ,  A.  D,  186     . 


President. 
Seoreta'py, 

And  all  provisions  of  the  said  bonds,  and  of  each  and  every  of 
them,  and  all  provisions  of  the  aforesaid  first  and  second  deeds  of 
trust,  whereby  the  party  of  the  first  part  hereto  has,  or  might  have, 
any  right,  claim,  option,  or  privilege  to  redeem  any  of  the  afore- 
said bonds  before  the  said  first  day  of  July,  1912,  or  to  require  any 
holder  thereof,  as  an  alternative  to  such  redemption,  to  accept  in 
exchange  therefor  six  per  cent,  bonds,  or  might  create  or  issue 
six  per  cent,  bonds  under  or  pursuant  to  the  said  deeds  of  trust, 
or  either  of  them,  are  hereby  abrogated  and  annulled. 

Article  Second. — That  the  said  party  of  the  first  part  shall 
and  will,  for  every  six  months,  commencing  on  the  first  day  of 
January,  1864,  reserve,  and  shall  and  will,  within  sixty  days 
after  the  expiration  of  each  such  period,  pay  over  to  the  trustees 
of  the  first  deed  of  trust  aforesaid,  the  sum  of  twenty-six  thou- 
sand two  hundred  and  fifty  dollars,  being  one-half  of  one  per 
cent,  upon  the  aggregate  amount  of  the  original  issue  of  the 
bonds  secured  by  the  first  deed  of  trust  aforesaid,  and  also  such 
additional  sum  as  shall  be  equal  to  the  semi-annual  instalment  of 
interest  upon  such  bonds  of  the  said  original  issue  as  shall  have 
been  redeemed  or  purchased  by  the  trustees  in  the  application 
of  the  sinking  fund  hereby  provided,  so  that  the  aggregate 
amount  applicable  in  each  such  period  to  the  payment  of  inter- 


170 

est  and  sinking  fund  shall  be  $210,000,  being  four  per  cent  upon 
the  aggregate  amount  of  the  said  original  issue. 

The  moneys  so  paid  to  the  trustees  shall  be  deposited  in  some 
depository  in  the  City  of  New  York,  which  shall,  in  the  judg- 
ment of  the  trustees,  be  safe,  and  shall  be,  from  time  to  time, 
applied  by  the  trustees  to  the  purchase  of  bonds  of  the  issue  se- 
cured by  the  said  first  deed  of  trust,  at  the  market  value  thereof. 

Such  purchases  shall  be  made  after  ten  days'  notice  in  one 
or  more  newspapers  printed  in  the  City  of  New  York,  and  at 
the  lowest  price  or  prices  at  which  the  bonds  may  be  offered, 
pursuant  to  such  notice,  or  at  such  lower  price  or  prices  as  the 
trustees  may  be  able  to  obtain  the  same  after  such  notice  ;  or 
such  purchases  may  be  made,  in  the  discretion  of  the  trustees, 
at  the  brokers'  board,  in  the  City  of  New  York,  or  at  any  public 
sale  in  said  city:  Provided^  nevertheless^  that  at  any  time  after 
two-thirds  of  the  whole  issue  of  the  said  first  mortgage  bonds 
shall  have  been  purchased  in  for  the  said  sinking  fund,  the  trus- 
tees shall  not  be  obliged  to  invest  in  the  said  bonds  at  a  premium 
which  the}^  shall  deem  unreasonable ;  and  it  shall  be  competent 
for  the  said  party  of  the  first  part,  and  the  holders  of  the  afore- 
said bonds,  actinsr  by  a  majority  in  interest,  to  enter  into  any 
new  agreement,  which  they  may  deem  necessary,  for  the  regula- 
tion of  the  rates  at  which,  and  the  mode  in  which,  purchases 
shall  be  made. 

And  the  bonds  so  purcliased  shall  be  immediately  registered 
as  belonging  to  the  said  sinking  fund,  but  shall  remain  in  force 
and  be  held  by  the  trustees,  or  placed  by  them  in  some  safe  de- 
positor}^ in  the  said  City  of  New  York. 

Article  Third. — That  the  said  party  of  the  first  part  shall 
and  will,  for  every  six  months,  commencing  on  the  first  day  of 
January,  1864,  reserve,  and  shall  and  will,  within  sixty  days 
after  the  expiration  of  each  such  period,  pay  over  to  the  trus- 
tees of  the  second  deed  of  trust  aforesaid,  the  sum  of  tw^enty-five 
thousaiid  and  eight  hundred  dollars,  being  one- half  of  one  per 
cent,  upon  the  aggregate  amount  of  the  original  issue  of  the  bonds 
secured  by  the  second  deed  of  trust  aforesaid,  and  also  such  addi- 
tional sum  as  shall  be  equal  to  the  semi-annual  instalment  of  in- 
terest upon  such  bonds  of  the  said  original  issue  as  shall  have 
been  redeemed  or  purchased  by  the  trustees  in  the  application 
of  the  sinking  fund   hereby  provided  ;  so  that   the  aggregate 


171 

amount  applicable  in  each  such  period  to  the  payment  of  inter- 
est and  sinking  fund  shall  be  $206,400, — being  four  per  cent, 
upon  the  aggregate  amount  of  the  said  original  issue. 

The  moneys  so  to  be  paid  to  the  trustees,  as  last  hereinbe- 
fore provided,  shall  be  deposited  in  some  depository,  in  the  City 
of  New  York,  deemed  by  the  said  trustees  to  be  safe,  and  shall 
be  applied  by  them  to  the  purchase  of  bonds,  secured  by  the  said 
second  deed  of  trust,  at  their  market  value,  upon  the  notice,  in 
the  manner  and  with  the  powers,  authorities  and  discretion  here- 
inbefore prescribed  and  granted,  in  respect  to  the  bonds  secured 
by  the  said  first  deed  of  trust ;  and  the  bonds  so  purchased  shall 
be  registered  and  remain  in  force,  and  be  held  or  deposited  as  in 
the  case  of  the  bonds  secured  by  the  said  first  deed  of  trust : 
Provided^  nevertheless,  that  at  any  time  after  two-thirds  of  the 
whole  issue  of  the  said  second  mortgage  bonds  shall  have  been 
purchased  in  for  tbe  sinking  fund  for  the  redemption  thereof, 
the  trustees  shall  not  be  obliged  to  invest  in  the  said  second 
mortgage  bonds  at  a  premium  which  they  may  deem  unreason- 
able ;  and  it  shall  be  competent  for  the  said  party  of  the  first 
part,  and  the  holders  of  the  said  second  mortgage  bonds,  acting 
by  a  majority  in  interest,  to  enter  into  any  new  agreement  which 
they  may  deem  necessary  for  the  regulation  of  the  rates  at  which, 
and  the  mode  in  which  purchases  shall  be  made. 

Article  Fourth. — It  is  hereby  covenanted,  agreed  and  de- 
clared by  the  party  of  the  first  part,  that  each  and  every  pa}'- 
raent  herein  agreed  to  be  made  by  the  said  party  of  the  first 
part,  as  provided  in  articles  second  and  third  of  these  presents, 
shall  be  due  and  payable  according  to  the  terms  of  the  said  pro- 
visions, respectively,  without  any  condition  or  qualification  what- 
soever, by  reason  of  anything  in  the  said  bonds  or  the  said  deeds 
of  trust,  or  either  of  them,  contained.  And  it  is  further  cove- 
nanted, agreed  and  declared,  that  in  case  of  any  default  in  any 
payment  of  an  instalment  into  either  sinking  fund  required  to 
be  made  by  said  articles  second  or  third  of  these  presents ;  and 
if  the  net  earnings  of  the  said  railway,  during  the  six  months  in 
respect  to  which  such  instalment  may  have  accrued,  shall  have 
been  sufficient  to  pay  said  instalment,  in  addition  to  paving 
interest  accruing  within  the  said  period  upon  the  three  several 
issues  of  bonds,  respectively  secured  by  the  first,  second  and 
third  deeds  of  trust,  exclusively  of  such  of  the  said  issues  as  may 


172 

have  been  purchased  in  for  the  sinking  funds  of  the  first  and 
second  mortgage  bonds  ;  or  if,  in  case  of  such  default,  the  party 
of  the  first  part  shall  have  applied,  or  reserved  for  the  purpose 
of  applying,  any  portion  of  the  net  earnings  accruing  within  the 
said  period  to  dividends  upon  the  stock  of  the  said  Company,  or 
shall  have  diverted  them  to  any  other  purpose  whatsoever,  then, 
and  in  either  of  such  cases,  the  provisions  of  Article  Second,  and 
of  subdivision  second  of  Article  Thirteenth  of  the  deed  of  trust 
securing  the  bonds,  as  to  which  such  default  may  have  occurred, 
shall  apply  to  such  default  as  fully  and  effectually  as  if  such 
default  had  been  expressly  mentioned  therein. 

And  it  is  further  covenanted,  ao^reed  and  declared,  that  so 
far  as  the  portion  of  the  income  of  the  said  sinking  fund,  arising 
from  bonds  purchased  and  held  for  its  benefit  is  concerned,  all 
rights  and  remedies  in  respect  thereto  are  preserved  and  contin- 
ued in  full  operation,  and  may  be  exercised  and  enforced  by  the 
trustees  for  the  benefit  of  such  sinking  funds. 

Article  Fifth. — That  the  person  appearing  on  the  voting 
register  of  the  said  Company,  as  the  holder  of  aii}^  of  the  said 
first  or  second  mortgage  bonds,  at  the  time  of  any  meeting  of  the 
stockholders  of  said  Company,  shall  be  entitled  to  one  vote,  at 
such  meeting,  for  every  one  hundred  dollars  of  the  par  amount  of 
the  first  or  second  mortgage  bonds  so  appearing  to  be  held  by 
him  ;  and  the  said  Company  does  by  these  presents  give,  grant 
and  confirm  unto  such  person  the  right  to  vote  at  such  meet- 
ings, at  the  rate  last  aforesaid,  as  fully  and  effectually,  to  all  in- 
tents and  purposes,  as  if  the  same  had  been  granted  or  conferred 
by  the  said  bonds  and  the  said  deeds  of  trust  at  the  original  exe- 
cution thereof. 

Article  Sixth. — That  the  said  party  of  the  first  part  shall  and 
will  pay  the  interest,  accruing  subsequently  to  the  first  day  of 
January,  1864,  upon  the  third  mortgage  or  '^Income"  bonds 
aforesaid,  semi-annually,  on  the  first  days  of  April  and  October, 
in  each  year,  at  the  office  or  agency  of  the  said  Company  in  the 
City  of  New  York,  instead  of  annually,  on  the  first  day  of  April 
in  each  year,  as  in  the  said  bonds  provided,  out  of  the  net  earn- 
ings, as  in  the  said  deed  of  trust  defined ;  and  the  obligation  of 
the  said  bonds  and  of  the  deed  of  trust  by  which  the  same  are 
secured,  and  all  the  provisions  thereof,  shall,  from  and  after  the 
first  day  of  January,  1864:,  apply  to  the  semi-annual  payments  of 


173 

interest  in  the  same  manner  and  with  the  same  effect  as  if  the 
said  bonds  had  originally  provided  for  such  semi-annual  pay- 
ments instead  of  such  annual  payments  of  interest. 

And  the  said  party  of  the  first  part,  for  and  in  consideration 
of  the  premises,  and  of  the  sum  of  one  dollar,  to  it  duly  paid  by 
the  parties  of  the  second  part,  further  covenants  and  agrees  to 
and  with  the  said  parties  of  the  second  part,  and  the  survivor  of 
them,  and  their  and  his  successors  and  successor  in  the  trusts 
by  the  said  first  and  second  deeds  of  trust  respectively  created, 
and  to  and  with  each  and  all  the  persons  who  are  or  may  become 
holders  of  any  of  the  said  first  or  second  mortgage  bonds,  that 
the  said  party  of  the  first  part  shall  and  will,  at  all  times  here- 
after, and  as  often  as  thereunto  requested  by  the  trustees  or  trus- 
tee for  the  time  then  being,  under  either  of  the  said  first  or  second 
deeds  of  trust,  execute,  deliver  and  acknowledge  all  such  further 
written  instruments,  deeds,  conveyances  and  assurances  in  the  law 
for  the  better  assuring  to  tlie  said  parties  of  the  second  part,  and 
the  survivor  of  them,  and  their  and  his  successors,  and  his  succes- 
sor in  the  trusts  by  the  said  first  and  second  deeds  of  trust  respec- 
tively created,  upon  and  subject  to  all  and  singular  the  ])rovisions, 
covenants  and  agreements  in  this  indenture  contained,  and  upon 
the  trusts  in  the  said  deeds  of  trust  expressed,  as  tlie  same  are 
altered  or  modified  by  this  indenture,  the  railway,  equipments 
and  appurtenances  mentioned  or  described  in  the  said  deeds  of 
trust,  and  all  other  property  and  things  whatsoever,  which  may 
be  hereafter  acquired  for  use  in  connection  with  the  same,  or  any 
part  thereof,  and  all  franchises  now  held  or  hereafter  acquired, 
including  the  franchise  to  be  a  corporation,  as  by  the  said  parties 
of  the  second  part,  or  the  survivor  of  them,  or  their  successors  or 
successor  in  the  trusts  by  the  said  deeds  respectively  created,  or 
by  their  or  his  counsel,  learned  in  the  law,  shall  be  reasonably 
advised,  devised  or  required. 

And  this  Indenture  further  witnesseth,  that,  in  consider- 
ation of  the  premises,  the  said  parties  of  the  second  part,  and 
the  holders  of  bonds  secured  by  the  said  first  and  second  deeds 
of  trust,  respectively,  acting  by  majorities  in  interest,  at  meet- 
ings duly  held,  have  consented  and  agreed,  and  by  these  presents 
do  consent  and  agree,  that  the  capital  stock  of  the  party  of  the 
first  part  may  be  increased  beyond  six  millions  and  fi<^e  hundred 
thousand  dollars  in  par  value,  and  to  such  amount  as  may  be 
neccss-iry  for  the  purpose  of  construction  connected  with  the 


174 

said  railway,  to  wit,  providinor  additional  equipment,  machinery 
and  implements,  and  such  buildings,  grounds  and  other  improve- 
ments as  are  properly  appurtenant  thereto,  and  are  needful 
facilities  to  its  business,  and  such  portions  of  a  double  track  as 
the  business  may  from  time  to  time  require,  anything  in  the  said 
first  and  second  deeds  of  trust,  or  either  of  them,  contained,  to 
the  contrary  in  anywise  notwithstanding ;  Provided  always^  that 
this  consent  and  agi-eement  is  upon  and  subject  to  the  terms  and 
conditions  heieinbefore  expressed. 

In  testimony  whereof^  the  party  of  the  first  part  has  caused 
its  corporate  seal  to  be  hereunto  afiixed,  and  the  same  to  be 
attested  by  the  signatures  of  its  President  and  Secretary,  and 
the  parties  of  the  second  part  have  hereunto  set  their  hands  and 
seals,  in  exercise  of  the  powers  conferred  upon  them  by  the  said 
First  and  Second  Mortgage  Bondholders,  for  the  purpose  of  evi- 
dencing the  acts  and  things  mentioned  in  the  resolutions  of  the 
said  bondholders  hereinbefore  recited,  upon  the  day  and  year 
first  above  written. 

r 

Sealed  and  delivered  in  the  presence  of — 


175 


CIRCULAR 


To  the  Bondholders  and  Stockholders  of  the  Pittsburgh,  Fort 
AVajne  and  Chicago  Railway  Company  : 

The  undersigned,  Commissioners  to  carry  into  effect  the  re- 
cent financial  arrangement  between  tlie  bondholders  and  stock- 
holders, deem  it  proper  to  communicate  to  you  this  statement : 

1.  The  applications  of  earnings  of  the  railroad  to  improve- 
ments  of  the  property,  in  the  nature  of  construction,  have  been, 
according  to  the  books — 

During  the  receivership,  under  the  order  entered 

January  17,  1860 $1,007,650.06 

During  the  six  months  from  Nov.,  1861,  to  May  1, 

1862 236,694.60 

From  May  1,  1862,  when  the  present  Company 

went  into  possession,  to  Dec.  31, 1862 970,147.56 

(Of  which  $536,673  were  for  Depot  and  Bridge 

Bonds.) 
During  1863 1,517,162.25 


$3,731,654.47 


Which  investment  is  now  bearing  good  interest,  in  the  shape  of 
enlarged  earnings,  and  virtually  increases  the  intrinsic  value  of 
the  stock  full,  $3,500,000. 

2.  This  expenditure  has  been  made  without  increasing  the  debt 
or  stock  of  the  Company,  as  re-organized.  Net  earnings,  over 
interest,  supplied  a  million  last  year,  and  large  sums  before;  and 
the  residue  has  been  provided  for  by  remission  of  interest,  made 
in  conformity  to  the  agreement  for  re-organization,  and  by  sur- 
pluses in  the  hands  of  the  Bondholders'  Committee,  resulting 
from  provident  adjustments. 


176 

3.  Before  the  late  financial  arrangement,  the  Company  had 
provided  for  $1,912,000,  to  be  expended  for  improvements  dur- 
ing the  present  year,  most  of  which  was  to  have  been  furnished 
by  net  earnings,  and  the  residue  from  the  other  resources  men- 
tioned. It  was  not  contemplated  in  the  execution  of  this  work, 
to  increase  the  capital  stock,  or  to  incur  any  additional  bonded 
debt,  or  any  floating  debt.  No  doubt  was  entertained,  that  the 
net  earnings,  after  paying  interest,  would  have  been  sufficient  for 
these  purposes.  Neither  the  officers  of  the  Company,  nor  the 
Committee  of  the  Bondholders,  felt  any  hesitation  in  acting  upon 
this  conviction. 

4.  The  purchase  and  construction  of  new  equipment  has 
formed  an  important  share  of  these  expenditures.  Among  them 
was  a  provision  for  95  new  locomotives.  The  cars  have  been 
proportionately  increased  ;  contracts  for  iron  have  also  been 
advantageously  made  ;  the  track  has  been  greatly  improved  ;  it 
needs  still  further  expenditure ;  the  equipment  received  is  still 
inadequate  to  the  business  which  offers.  The  savings  on  this 
work,  as  compared  with  the  present  range  of  prices,  will  be 
nearly  two  millions  of  dollars. 

5.  It  was  in  this  condition  of  things,  that  the  desire  of  the 
Board  to  proceed  more  rapidly  with  the  improvements  contem- 
plated, and  the  demand  of  the  stockholders  for  the  application  of 
the  net  earnings  to  dividends,  led  to  a  conference,  between  these 
interests  and  the  bondholders,  which  has  resulted  in  some  modi- 
fications of  the  financial  plan,  fixed  in  1859  by  the  agreement  of 
re-organization. 

These  modifications  are  substantially  the  following  : 

To  the  bondholders  is  accorded — 
1.  An  extinguishment  of  the  right  of  the  Company,  after  July 
1st,  1867,  to  require  them  to  accept  six  per  cent,  bonds,  or  to  re- 
ceive payment  of  the  principal :  a  change  which  leaves  all  the 
bonded  debt  of  the  Company  irredeemable  until  July  1st,  1912. 

2.  The  establishment  of  sinking  funds  for  the  first  and  second 
mortgages,  having  priority  over  dividends,  and  the  application  of 
their  incomes  to  the  purchase  of  the  bonds,  at  their  market  value. 

3.  Incidentally,  an  increase  of  their  security,  by  a  large  addi- 
tional expenditure  of  new  capital  upon  the  property. 

4.  An  enlargement  of    the  voting  power  of   the   first   and 


177 

second  mortgage  bondholders,  from  one  vote  on  every  $200  to  one 
vote  on  every  $100,  of  par  value. 

5.  The  payment  of  interest  on  the  third  mortgage  bonds,  semi- 
annually, instead  of  annually. 

To  the  stockholders,  upon  these  conditions,  is  accorded : 

1.  The  power  to  provide  for  all  new  construction  by  issues  of 
new  capital  stock. 

2.  A  release  of  the  provisions  of  the  trust  deeds,  which  require 
all  net  earnings,  over  6  per  cent  on  the  original  $6,500,000  of 
capital,  to  be  applied  as  sinking  funds  to  purchase  in  the  bonds, 
or,  in  some  cases,  to  new  improvements. 

The  practical  result  of  these  measures  is,  to  leave  the  net 
earnings  in  each  year,  after  paying  interest  and  sinking  funds,  at 
the  disposal  of  the  Company,  for  dividends  upon  the  stock ;  and 
the  policy  may  now  be  deemed  to  be  settled,  by  the  unani- 
mous action  of  the  stockholders  and  bondholders,  to  apply  such 
surplus  of  net  earnings  to  dividends,  as  far  as  prudence  and 
sound  discretion  will  warrant. 

6.  The  annual  charge  for  interest  and  sinking  funds  will  be 
as  follows : 

8  per  cent,  on  $5,260,000  of  7  per  cent,  first  mortgage 

bonds $420,000 

8  per  cent,  on  $5,160,000  of  7  per  cent,  second  mort- 
gage bonds 412,800 

7  per  cent,  on  $2,000,000  of  third  mortgage  or  in- 
come bonds 140,000 

On  Bridge  bonds,  and  Chicago  depot  bonds 30,950 

Total , $1,003,750 

7.  The  net  earnings  for  1863,  as  stated  in  the  President's 
Annual  Report,  were  $2,106,623.18,  which  would  have  been  suf- 
ficient to  pay  the  interest  on  the  bonds  and  the  instalments  of  the 
two  new  sinking  funds,  and  to  leave  a  surplus  of  $1,103,873.18, 
which,  if  the  new  financial  arrangement  had  then  existed,  would 
liave  been  applicable  to  dividends  on  $6,500,000  of  stock,  being 
over  16.96  per  cent. 

This  was,  in  the  main,  without  the  benefit  of  the  $1,517,162 
of  new  capital  expended  on  the  road  and  equipment,  during  that 
year,  and  with  an  equipment  very  inadequate  to  the  business 
which  offered. 


178 

The  President's  estimate  of  net  earnings  for  the  present  year, 
made  also  in  the  Annual  Report,  is  $2,500,000,  and,  in  a  special 
report,  he  stated,  that  the  net  earnings  for  March,  after  deducting 
the  proportion  for  interest  and  the  new  sinking  funds,  were  over 
2i  per  cent,  on  the  present  amount  of  the  stock. 

Thus  far,  the  receipts  for  April  are  quite  equal  to  those  of 
March. 

8.  In  judging  of  the  value  and  productiveness  of  your  prop- 
erty, it  is  to  be  noted — 

That  it  is  a  direct  and  continuous  line,  without  branches  or 
dependencies,  between  great  industrial  and  commercial  centres  ; 
468  miles  long,  every  part  having  a  through  business  and  an 
abundant  local  traffic,  rapidly  increasing,  with  easy  grades,  and 
slight  curves,  more  than  two-thirds  of  the  distance  being  straight 
line,  traversing  a  grain  growing  region  of  unsurpassed  fertilityj 
as  yet  but  partially  developed. 

That  the  investment  of  capital  in  bonds  and  stock  is  less  than 
that  of  any  other  leading  line  of  equal,  or  even  similar,  produc- 
tive capacity,  by  more  than  one-third. 

That  the  present  affluence  of  earnings  is  mainly  due  to  these 
permanent  causes. 

If  the  business  capacity  of  the  line  be  properly  sustained  and 
developed,  there  is  no  reason  to  doubt,  in  the  judgment  of  the 
undersigned,  that  it  will  maintain  its  dividends,  in  every  condi- 
tion of  circumstances  which  will  allow  of  dividends  in  similar 
enterprises. 

It  must  be  borne  in  mind,  also,  that  as  none  of  the  honds  are 
2>ayablefor  48  y ear s^  and  none  of  them  are  convertible  into  stock, 
the  whole  increase  of  net  earnings,  arising  from  a  natural  and 
permanent  growth  of  business,  inures  to  the  stock,  which  forms 
at  present  but  one-third  of  the  invested  capital.  The  less  per- 
manent effect  of  an  inflated  currency  will  operate,  during  its 
continuance,  in  the  same  manner. 

The  undersigned,  in  the  exercise  of  the  discretion  intrusted 
to  them  by  the  bondholders  and  stockholders,  will  not  now  press 
the  sale  of  any  new  issue  of  stock  under  the  new  arrangement ; 
they  see  no  cause  for  a  premature  issue.  That  measure  can  be 
deferred  until  an  easier  condition  of  the  money  market ;  and 


179 

the  gradual  and  general  distribution  among  permanent  investors 
of  the  present  stock,  will  enable  us  more  nearly  to  obtain  its  real 
value. 

Dated  :New  York,  April  27,  1864. 

JAMES  F.  D.  LANIEK, 
J.  EDGAR  THOMSON, 
SPRINGER  HARBAUGH, 
SAMUEL  J.  TILDEN, 
LOUIS  H.  MEYER, 

Commissioners. 

Note. — The  following  is  a  copy  of  the  Special  Report  made 
by  the  President,  hereinbefore  referred  to : 

New  York,  April  8, 1864. 

Gentlemen  :  The  unanimous  action  of  the  stock  and  bond- 
holders has  liberated  the  net  income  of  the  railway,  after  paying 
interest  and  sinking  fund,  so  as  to  place  it  at  the  disposal  ®f  the 
Board  of  Directors,  for  the  purposes  of  dividends,  surplus  funds, 
and  other  objects  consistent  with  the  interests  of  the  corporation. 

The  first  and  second  mortgage  bonds,  being  ^  (live-sixths)  of 
the  whole  funded  debt,  were  so  arranged  in  monthly  instal- 
ments of  Y^j-  (one-twelfth)  each  month.  Two  years  having  con- 
firmed the  theory  upon  which  the  plan  was  adopted,  it  might 
now  be  well,  to  assimilate  to  it  the  plan  of  paying  dividends  on 
the  capital  stock  by  paying  quarter-annual  dividends,  instead  of 
annual  or  semi-annual  dividends,  as  is  generally  customary  with 
other  corporations. 

I  herewith  submit  an  approximate  statement  of  the  earnings, 
expenses  and  disbursements  for  the  months  of  January,  February 
and  March  past,  which  is  suflficiently  near  correct  to  justify  the 
Board  acting  upon  it  with  a  view  of  making  a  dividend,  if  it  is 
thought  best  to  declare  one  at  this  time : 

Earnings  for  January $290,675  81 

Earnings  for  February 455,211  02 

Earnings  for  March 602,603  28 

Total  for  three  months $1,348,490  11 


180 

Deduct  operating  expenses : 

For  January $210,296  21 

For  February 263,328  22 

For  March 330,000  00 

803,624  43 

Balance $544,865  68 

Less  interest  and  sinking  fund  as  follows  : 

Three  months  on  1st  mortgage $91,875  00 

Three  months  on  2d  mortgage 90,300  00 

Three  months  on  3d  mortgage 35,000  00 

Three  months  on  Chicago  depot  bonds .     1,737  50 
Three  months  on  interest  and  sinking 

fund  on  Alleghany  Bridge  bonds . . .     6,000  00 
Sinking  fund  of   one  per  cent,  on  1st 

and  2d  mortgages  for  three  months   26,025  00 

250,937  50 

Leaving  a  balance  of $293,928  18 

Which  is  applicable  to  dividends,  and  subject  to  the  order  of  the 
Board.  The  above  balance  of  unexpended  and  unappropriated 
income  is  equal  to  a  dividend  of  4.52  per  cent,  on  the  outstand- 
ing capital  stock. 

The  small  earnings  for  January  were  caused,  as  you  are  aware, 
by  an  almost  total  suspension  of  the  business  of  the  railway,  for 
about  one-fourth  of  the  whole  month,  arising  out  of  a  combina- 
tion of  the  locomotive  runners  to  interfere  with  the  police  and 
management  of  the  railway. 

It  would  not  be  prudent,  at  this  time,  to  divide  all  the  surplus 
earnings,  as  unforeseen  contingencies  may  affect  future  earnings, 
and,  to  enable  the  Company  to  make  full  dividends,  in  adverse 
times,  a  surplus  fund  ought  to  be  accumulated. 

Eespectf  ully  submitted. 

(Signed)  G.  W.  CASS, 

Preside7it. 

To  the  Board  of  Directors  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company. 

Upon  the  reading  of  the  above  report,  it  was  unanimously 
resolved  to  declare  a  dividend  of  2^  per  cent,  for  the  quarter 
year,  from  January  1  to  March  31,  1864,  payable  at  the  office  or 
agency  of  the  Company,  on  the  15th  day  of  May  next. 


181 


AG-REEMENT 

BETWEEN 

THE  PITTSBURGH,  FORT  WAYNE  AND  CHICAGO 
RAILWAY  COMPANY, 

AND 

THE  CLEVELAND   AND  PITTSBURGH  RAILROAD 

COMPANY. 

This  Agreement,  between  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company,  of  the  first  part,  and  the  Cleveland 
and  Pittsburg  Railroad  Company  of  the  second  part, 

WITNESSETH  I  Wheveas^  it  is  deemed,  for  the  common  benefit 
of  the  parties  hereto,  that  they  should  enter  into  the  arrange- 
ments following : 

Now^  therefore^  the  parties  of  the  first  and  second  part,  in 
consideration  of  the  covenants  herein  contained,  to  be  kept  and 
performed,  the  one  with  the  other,  do  hereby  stipulate  and  agree 
with  each  other  as  follows :  ' 

First. — This  contract  shall  continue  in  force  for  twenty-five 
(25)  years,  and  may  be  modified  or  altered,  at  any  time,  by  the 
concurrent  action  of  the  Board  of  Directors  of  the  Companies 
parties  to  this  agreement. 

Second. — The  aggregate  earnings  of  the  two  Companies  shall 
be  divided  between  the  said  Companies,  respectively,  in  the  propor- 
tion of  seventy-three  and  a  half  (73^)  per  centum,  to  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company,  and  twenty- 
six  and  a  half  (26^)  per  centum,  to  the  Cleveland  and  Pittsburgh 
Railroad  Company.  This  division  shall  be  made  quarterly,  as 
soon  as  the  accounts  can  be  adjusted ;  but  the  earnings  of  the 
respective  Companies,  as  received,  shall  be  paid  into  their  re- 
spective treasuries. 


182 

Third. — The  earnings  referred  to  in  the  preceding  paragraph 
shall  be  those  arising  from  transportation  of  freights,  passengers 
and  United  States  mails,  and  all  other  earnings,  whatsoever,  in 
operating  the  roads,  inclusive  of  incomes  for  the  use  of  engines, 
rolling  stock  of  one  of  the  parties  by  the  other,  or  by  or  on 
other  roads,  and  of  all  other  property  connected  with  the  work- 
ing of  the  road,  and  of  rents  of  track,  when  the  rent  is  re- 
ceived of  and  for  the  Companies'  proportion  of  fares ;  and  also 
all  other  incomes  derived  by  rent  or  otherwise  from  the  use  of 
railroads  of  others,  of  depots  and  tracks,  and  of  all  real  estate 
and  fixtures  used  or  retained  by  either  parties  for  depots  or  other 
railroad  purposes. 

Fourth. — An  Executive  Committee,  composed  of  the  Presi- 
dents of  the  two  Companies,  and  to  be  enlarged  by  the  addition 
of  one  Director  from  each  Board,  to  be  appointed  by  such  Board 
at  any  time  and  as  often  as  such  addition  may  be  agreed  upon 
by  the  concurrent  action  of  the  Boards,  shall  have  the  power  and 
be  charged  with  the  duty  of  ordering,  supervising  and  directing 
all  necessary  contracts  or  arrangements  to  be  made  with  connect- 
ing roads  and  lines,  parties  and  individuals,  relative  to  the  trans- 
jportation  of  persons  and  j^operty^  and  shall  determine  the  policy 
to  be  pursued  between  them  and  the  parties  to  this  agreement. 
This  Committee  shall  also  be  charged  with  prescribing  the  man- 
ner of  keeping  the  accounts  of  each  company,  so  far  as  may  be 
necessary  to  properly  and  fairly  carry  out  this  contract — and  to 
that  end,  all  officers  and  agents  shall  be  under  the  control  of  the 
said  Committee.  This  Committee  shall  meet  at  stated  periods, 
and  as  often  as  may  be  necessary  to  promote  and  protect  the  in- 
terests of  the  parties  hereto,  and  shall  meet  on  the  call  of  any 
member  of  the  same.  Either  Board  of  Directors  may,  in  the 
absence  or  inability  of  any  member  of  the  Committee,  represent- 
ing the  said  Board,  to  attend  a  meeting  of  said  Committee,  ap- 
point any  other  officer  or  member  of  such  Board,  to  act  in  the 
place  of  such  absent  member  of  the  Committee,  for  the  time  being. 
Upon  all  questions,  at  any  time  arising,  as  to  the  true,  proper,  or 
legal  meaning  of  this  contract,  or  the  exercise  of  powers  under 
the  same,  or  of  the  policy  or  details  of  management  for  the  benefit 
of  the  joint  interests  of  the  parties,  there  shall  be,  on  the  part  of 
the  Committee,  a  unanimity  of  opinion  before  final  action,  or,  in 
case  of  disagreement,  the  Board  of  Directors  of  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  Company  shall  name  a  com- 


183 

petent,  disinterested  person,  familiar  with  railway  management ; 
and  the  decision  of  a  majority  of  the  said  Committee,  including 
as  one  of  the  Committee  the  person  so  named  in  such  cases,  shall 
be  final  as  to  policy  and  details  of  management ;  and  to  decide  all 
questions  of  difference  which  may  have  arisen  between  the  mem- 
bers of  said  Committee;  and  shall  be  obligatory  upon  the  parties 
hereto,  and  all  persons  under  the  control  of  said  Committee. 
The  usual  place  of  the  meeting  of  the  Executive  Committee  shall 
be  in  the  City  of  Pittsburgh,  but  they  may,  from  time  to  time, 
appoint  other  places  of  meeting.  The  Committee  shall  cause  a 
record  to  be  kept,  at  Pittsburgh,  of  all  their  proceedings,  includ- 
ing the  appointment  of  all  such  officers  and  agents  as  by  this  agree- 
ment they  are  authorized  to  make ;  also  of  all  contracts  or  agree- 
ments with  other  Eailway  Companies,  parties,  or  persons.  They 
shall,  from  time  to  time,  furnish  to  each  of  the  respective  Boards, 
copies  of  all  their  proceedings,  appointments  and  contracts,  and 
the  original  shall  be  open  to  the  inspection  of  the  members  of  the 
respective  Boards  of  Directors. 

Fifth. — There  shall  be  appointed  by  the  Executive  Commit- 
tee, a  General  Superintendent,  who  shall  have  full  and  entire 
management,  under  said  Committee,  of  the  business  of  the  Roads 
of  the  two  Companies.  The  Superintendents  of  Division  of 
the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway,  and  the  Su- 
perintendent of  the  Cleveland  and  Pittsburgh  Railroad,  and  all 
persons  on  the  two  Roads  subordinate  to  them,  shall  be  under  his 
appointment  and  control,  as  is  provided  by  the  organization  and 
by-laws  and  regulations  of  the  Pittsburgh,  Fort  Wayne  and  Chi- 
cago Railway  Company,  as  now  in  force. 

The  salary  and  expenses  appertaining  to  the  office  of  General 
Superintendent  shall  be  paid  by  the  respective  Companies,  parties 
hereto,  in  the  proportions  fixed  in  Article  Second. 

Sixth. — There  shall  be  one  General  Freight  Agent,  and  one 
General  Ticket  Agent,  who  shall  have  charge  of  the  joint  and 
separate  business  of  the  said  Companies,  parties  hereto ;  who  shall 
be  appointed  and  be  removable  by  the  Executive  Committee,  and 
the  payment  of  whose  salaries,  office  and  other  expenses  apper- 
taining to  the  respective  positions  and  duties,  shall  be  paid  by  the 
parties  hereto,  in  the  proportions  fixed  in  Article  Second.  These 
officers  shall  have  control  of  the  business,  and  manner  of  doing 
the  same,  in  their  respective  departments. 


184: 

All  other  agents  and  employees  necessary  to  be  employed  for 
the  joint  interest  of  the  parties  hereto,  shall  be  appointed  by  the 
Executive  Committee,  and  paid  in  proportion  as  aforesaid. 

Seventh. — Each  company  shall  furnish,  and  keep  in  good 
condition  its  own  machinery,  rolling  stock,  etc.,  and  provide  ne- 
cessary assistants,  officers  and  employees  for  doing  the  business 
of  their  respective  roads ;  and  the  machinery  and  rolling  stock 
of  one  Company  shall  not  be  employed  on  the  road  of  the  other 
Company,  excepting  so  far  as  may  be  necessary  to  transport  the 
business  of  the  Cleveland  and  Pittsburgh  Railroad  Company 
over  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway,  between 
Pittsburgh  and  Rochester.  Each  Company  shall,  from  time  to 
time,  increase  its  machinery,  rolling  stock,  and  facilities  for  busi- 
ness, as  the  increasing  business  of  the  road  may  require  ;  and  in 
case  of  their  neglect  or  refusal  so  to  do,  it  shall  be  the'  duty 
of  the  Executive  Committee  to  provide,  at  the  expense  of  the 
party  neglecting  or  refusing,  such  machinery,  rolling  stock  and 
facilities ;  and  they  are  hereby,  irrevocably,  constituted  agents  of 
such  party,  for  that  purpose.  The  roadway,  track  and  appur- 
tenances of  each  road  to  be  kept  in  lirst  class  working  order. 

Eighth. — During  the  existence  of  this  contract,  the  Cleveland 
and  Pittsburgh  Railroad  Company  shall  pay,  to  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  Company,  for  the  use  of 
the  track,  &c.,  as  now  used  by  them,  between  Rochester  and 
Pittsburgh,  seven  thousand  and  eighty-three  dollars  and  thirty- 
three  cents  ($7,083.33)  per  month,  monthly,  for  the  use  of  the 
said  track,  &c.,  between  Pittsburgh  and  Rochester,  and  also  pay 
one  half  of  the  actual  expense  incurred  in  keeping  that  portion 
of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  in  good  re- 
pair. In  all  cases  where  a  more  permanent  structure  is  made  to 
replace  one  worn  out,  decayed  or  destroyed,  between  Pittsburgh 
and  Rochester,  the  Cleveland  and  Pittsburgh  Railroad  Company 
shall  not  be  required  to  pay  any  portion  of  the  excess  of  cost  of 
such  permanent  structure  over  the  one  formerly  in  use,  but  they 
shall  pay  one-half  of  six  per  centum  interest  on  said  excess  cost. 

Ninth. — All  through  rates  for  freight  and  passengers  shall, 
from  time  to  time,  be  fixed  and  maintained  by  the  Executive 
Committee  ;  they  shall,  also,  from  time  to  time,  fix  and  maintain 
80  much  of  the  local  rates  of  either  of  the  Roads  of  the  parties 


186 

hereto,  as  may  be  necessary  in  establishing  the  through  rates  in 
connection  with  any  other  Koads  or  mode  of  communication. 
They  shall  establish  rates,  both  local  and  through,  and  so  cause 
the  business  to  be  done  that  each  Road  shall  do  the  business  most 
convenient  and  natural  to  it,  and  which,  in  joint  account,  can  be 
most  economically  done,  and  produce  the  largest  revenue  to  the 
parties  hereto. 

Tenth. — Each  party  shall  be  responsible,  for  its  own  damages, 
losses,  injuries,  failures,  or  defaults ;  and  shall  protect  and  in- 
demnify the  other  party  against  liability  therefor ;  and  shall  re- 
pay them  all  outlay  and  expense  made  or  suffered  by  them  on 
account  thereof. 

Eleventh. — Each  road  shall  be  managed,  so  far  as  practi- 
cable and  consistant  with  the  purpose  of  this  agreement,  under 
its  own  organization. 

Twelfth. — This  contract  shall  take  effect  on  the  first  of 
April,  one  thousand  eight  hundred  and  sixty-three,  after  approval 
of  the  Board  of  Directors  and  parties  authorized  to  vote  has 
been  had  thereto. 

Signed,  on  behalf  of  the  parties  hereto,  by  their  respective 
Presidents,  this  fifteenth  day  of  December,  one  thousand  eight 
hundred  and  sixty-two. 

PITTSBUEGH,  FOKT  WAYNE  AND  CHICAGO 
RAILWAY  COMPANY, 

By  G.  W.  Cass,  President. 
In  presence  of — 

W.  H.  Barnes. 

CLEVELAND  AND  PITTSBURGH  RAILROAD 
COMPANY, 

By  J.  N.  McCuLLOUQH,  President. 
Franb:  Lane. 


186 


AMENDMENTS, 

MADE  TO  THE  AGREEMENT  BETWEEN 

THE  PITTSBURGH,  FORT  WAYNE  AND  CHICAGO 
RAILWAY  COMPANY 

AND  THE 

CLEVELAND  AND  PITTSBURGH  RAILROAD 
COMPANY. 


AMEKDMENTS, 

made  to  the  Agreement  between  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Kailway  Company,  and  the  Cleveland  and  Pittsburgh 
Kailroad  Company,  bearing  date  the  fifteenth  day  of  Decem- 
ber, 1862,  and  subsequently  ratified  by  the  Stockholders  of  each 
of  said  Companies. 

Whereas,  in  view  of  the  prospective  and  possible  changes  in 
the  length,  connections  and  business  of  the  Roads  of  said  Com- 
panies, and  in  order  to  secure  the  greatest  equality  which  is  prac- 
ticable in  the  division  of  the  gross  earnings  of  said  Companies, 
the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, of  the  first  part,  and  the  said  Cleveland  and  Pittsburgh 
Railroad  Company,  of  the  second  part,  do  hereby,  in  pursuance 
of  the  authority  conferred  upon  them,  and  in  consideration  of 
the  covenants  herein  contained,  to  be  kept  and  performed,  one 
with  the  other,  make  the  following  modifications  and  amend- 
ments to  said  original  agreement : 

FiBST. — That  whenever  the  gross  earnings  of  either  of  said 


187 

Companies  shall  exceed  the  per  cent,  fixed  and  set  to  such  Com- 
pany by  Article  Two  of  said  Original  Agreement,  the  Company 
earning  such  excess,  from  and  after  the  first  day  of  April,  1866, 
shall  be  allowed  to  retain  fifty  per  cent,  of  such  excess,  after 
said  last  mentioned  date,  as  and  for  the  cost  of  running  the  same, 
and  the  remaining  fifty  per  cent,  shall  be  paid  to  the  other  Com- 
pany. 

Second. — That  the  division  of  gross  earnings,  as  made  and 
fixed  by  Article  Two  of  said  Original  Agreement,  and  the  allow- 
ance for  the  excess  of  gross  earnings,  as  made  and  fixed  by 
Article  One  of  these  Amendments,  shall  be  revised,  unless  such 
revision  be  waived  by  written  notice  of  both  the  parties  hereto, 
once  in  two  years.  The  first  revision  and  alteration  shall  go  into 
effect  on  the  first  day  of  January,  1867,  and  each  successive 
revision  and  alteration  shall  go  into  effect  at  the  termination  of 
each  successive  period  of  two  years  thereafter.  Said  division 
and  allowance,  whenever  and  as  often  as  revised  and  altered, 
shall  be  made  and  fixed  in  accordance  with  the  equitable  object 
of  these  amendments,  and  with  a  view  to  further  the  same,  and 
said  division  shall  be  based  upon  the  relative  aggregate  earnings 
of  each  Road  for  the  two  years,  terminating  with  the  31st  of  De- 
cember next  preceding  the  date  when  said  revision  and  alteration 
shall  go  into  effect,  and  upon  the  reasonable  and  practical  pros- 
pect of  the  earnings  of  the  Roads  for  the  next  succeeding  two 
years.  Provided^  however^  that  the  division  and  alteration  which 
shall  go  into  effect  on  the  first  day  of  January,  1867,  shall  be 
based  upon  the  relative  aggregate  earnings  of  each  Road  since 
said  Original  Agreement  went  into  effect,  and  upon  the  reasonable 
and  practical  prospect  of  the  earnings  of  the  Roads  for  the  next 
succeeding  two  years.  If,  in  order  to  produce  the  greatest 
amount  of  revenue  to  the  parties  hereto,  any  material  portion  of 
the  natural  or  legitimate  traflSc  of  either  line  shall  be  diverted 
from  said  line,  and  thrown  upon  the  other  line,  such  diversion 
shall  be  considered,  and  due  allowance  made  therefor  in  any 
revision  of  gross  earnings  which  may  hereafter  be  made  under 
these  Amendments  for  the  following  period  of  two  years. 

Third.  —That  the  revision  and  alteration  of  the  division  of 
gross  earnings,  and  of  the  allowance  for  the  excess  of  gross  earn- 
ings, provided  for  by  Article  Two  of  these  Amendments,  shall 
be  made  and  fixed  by  the  Executive  Committee  of  the  two  Com- 


188 

panies ;  but  in  case  the  Executive  Committee  cannot  agree,  then 
all  questions  in  difference  between  them,  in  respect  thereto,  shall 
be  submitted  to  the  determination  of  three  arbitrators — one  to  be 
selected  by  the  two  members  of  the  Executive  Committee  respec- 
tively representing  each  of  the  two  Companies,  and  the  third  to 
be  selected  by  these  two ;  and  the  decision  of  a  majority  of  these 
arbitrators  shall  be  final  and  conclusive. 

Fourth. — That  if  the  said  Executive  Committee  shall  fail  to 
agree  upon  the  division  of  gross  earnings,  and  upon  the  allowance 
for  the  excess  of  gross  earnings,  before  the  first  day  of  February 
in  each  year,  when  said  division  and  allowance  shall  be  subject  to 
revision  and  alteration,  as  hereinbefore  provided  for,  the  selection 
of  the  two  arbitrators  to  be  made  by  the  two  members  of  the 
Executive  Committee,  respectively  representing  the  two  Compa- 
nies, shall  be  made  within  ^ve  days  thereafter,  and  the  President 
of  each  Company  shall  forthwith  give  notice  in  writing  of  such 
selection  to  the  President  of  the  other  Company ;  and  the  two 
arbitrators  thus  selected  shall  select  the  third  within  twenty 
days  after  their  own  selection ;  and  the  said  arbitrators  shall  be 
persons  familiar  with  Railway  business.  In  case  either  Company 
shall  fail  to  select  an  arbitrator,  or  in  case  the  two  arbitrators 
shall  fail  to  select  a  third  as  aforesaid,  either  Company  not  in 
default  may,  after  five  days'  notice  in  writing  to  the  other  Com- 
pany, apply  to  the  District  Court  of  Allegheny  County,  in  the 
State  of  Pennsylvania,  or  to  any  Judge  thereof  in  vacation,  to 
appoint  as  many  arbitrators  as  shall  render  the  number  com- 
plete ;  which  Court,  or  Judge  thereof,  are  hereby  authorized  and 
empowered  to  make  said  appointment ;  and  said  appointment, 
when  made,  shall  be  certified  in  writing  by  the  Court  or  Judge 
making  the  same ;  and  the  decision  of  these  arbitrators  shall  also 
be  final  and  conclusive.  Until  the  decision  of  the  arbitrators 
shall  be  made  and  published,  no  excess  of  gross  earnings  shall 
be  paid  by  either  party  to  the  other  party,  but  the  decision  of  the 
arbitrators,  when  made,  shall  relate  back  to  the  time  when  said 
revision  and  alterations  are  by  the  terms  of  tliese  Amendments  to 
go  into  effect. 

In  testimont  whereof,  the  parties  hereto  have  caused 
their  names  to  be  subscribed,  and  their  corporate 
seals  to  be  hereto  affixed,  by  their  respective  Presi- 


189 

dents,  this  Sixteenth  day  of  February,  in  the  year  of 
our  Lord,  one  thousand  eight  hundred  and  sixty-six. 

THE  PITTSBURGH,  FOUT  WAYNE  AND  CHICAGO 
RAILWAY  CO., 

By  G.  W.  Cass,  [seal.] 

President. 
Witness  present  (as  to  G.  W.  Cass) 
F.  M.  Hutchinson. 

THE  CLEVELAND  AND  PITTSBURGH 
RAILROAD  CO., 

By  J.  N.  MoCuLLouQH,  [seal.] 

President. 

Wm.  Stewart, 

(As  to  J.  N.  McCullough.) 


190 


OF 

THE  NEW  CASTLE  AND  BEAVER  VALLEY 

TO    THE 

PITTSBURGH,  FORT  WAYNE  AND  CHICAGO 
RAILWAY  COMPANY. 


This  Agreement,  made  and  concluded  this  twenty-nintb  day 
of  June,  A.  D.  1865,  by  and  between  the  New  Castle  and 
Beaver  Yalley  Eailroad  Company,  party  of  the  first  part,  and 
the  Pittsburgh,  Fort  Wayne  and  Chicago  Eailway  Company, 
party  of  the  second  part,  witnesseth  : 

First. — That  the  party  of  the  first  part,  for  and  in  conei dera- 
tion of  the  covenants  and  agreements  of  the  party  of  the  second 
part  hereinafter  mentioned,  has  let,  leased  and  demised,  and  by 
these  presents  does  let,  lease  and  demise  unto  the  party  of  the 
second  part,  all  their,  the  party  of  the  first  part's  Eailroad,  ex- 
tending from  Tiomewood,  in  Beaver  County,  to  its  northern 
terminus,  near  New  Castle,  in  the  County  of  Lawrence,  together 
with  side  tracks,  station  houses,  water  stations,  rights  of  way, 
grounds,  and  all  appurtenances,  excepting  locomotives,  cars, 
oflfice  and  station  furniture,  tools,  &c.,  for  and  during  the 
term  of  ninety-nine  years,  commencing  on  the  first  day  of 
July,  A.  D.  1865,  and  ending  on  the  thirtieth  day  of  June, 
A.  D.  1964;  together  with  all  the  right  of  the  first  party 
to  use  and  operate  said  Eailroad  and  appurtenances,  also  all  their 
right  to  demand  and  receive  fares,  freight  charges,  tolls  or  other 


191 

compensation,  for  the  transportation  of  persons  or  property  ;  and 
generally  their  full  right  and  authority  in  and  over  the  pre- 
mises, so  far  as  the  same  may  be  necessary  to  enable  the  party  of 
the  second  part  to  possess,  enjoy  and  preserve  said  Railroad  and 
appurtenances,  agreeably  to  the  provisions  of  this  lease. 

Second. — That  the  party  of  the  first  part  has  covenanted, 
and  by  these  presents  does  covenant,  that  they  will  proceed  to 
replace,  as  fast  as  necessary  to  the  safety  of  said  Eailroud,  the 
trestle-vsrork  at  Stockman's  and  Wilson's  Runs  with  earth  em- 
bankment, carrying  the  water  under  the  same  by  substantial 
stone  culverts ;  that  within  twelve  months  they  will  erect,  at 
Wampum,  at  Newport  and  Moravia,  or  Ziegler's,  station  houses 
and  platforms  sufficient  for  the  accommodation  of  passengers  and 
freight,  and  at  the  northern  terminus  of  said  Railroad,  near  New 
Castle,  a  freight  house  sufficient  for  the  business  there.  That  they 
will  construct  additional  sidings  to  the  extent  of  one  mile,  and  at 
Ziegler's  or  at  Wampum,  as  may  best  suit  the  convenience  of  the 
Railroad,  they  shall  erect,  and  furnish  with  an  ample  supply  of  wa- 
ter, a  suitable  and  sufficient  water  tank ;  provided  that,  should  said 
party  of  the  first  part  fail  to  perform  the  work  above  mentioned, 
within  the  time  above  mentioned,  the  party  of  the  second  part 
is  hereby  authorized  to  do,  fairly  and  reasonably,  all  or  any  por- 
tion of  said  work,  and  to  deduct  the  cost  thereof  from  the  pay- 
ments due  to  the  party  of  the  first  part,  under  this  lease ;  and 
that,  whatever  other  construction  may  be  deemed  necessary,  in 
the  joint  judgment  of  the  parties  hereto,  to  accommodate  the  fu- 
ture developed  business  of  the  said  Railroad,  shall  be  made  under 
the  direction  and  at  the  cost  of  the  party  of  the  fii*st  part 

Thikd. — That  the  party  of  the  second  part,  for  and  in  consid- 
eration of  the  forgoing  lease  and  covenants  by  the  party  of  the 
first  part,  has  covenanted,  and  does  hereby  covenant,  that  they 
will  operate  said  Railroad,  continuously,  during  the  term  of  this 
lease,  and  at  all  times  furnish  to  the  public  reasonable  facilities 
for  the  transportation  of  persons  and  property,  to  the  extent  of 
the  capacity  of  the  track,  sidings  and  stations ;  that  they  will  at 
all  times  during  said  term,  keep,  maintain  and  preserve  said  Rail- 
road, premises  and  appurtenances,  and  the  additions  and  improve- 
ments that  may  hereafter  be  put  thereto,  in  all  parts  thereof,  in 
good  condition  and  repair ;  that  as  often  as  any  part  or  portion 
thereof,  whether  road-bed,  rail,   tie,  bridge,  culvert,  turn-table, 


192 

water-tank,  station  house,  building,  or  other  parcel  or  appurten- 
ance whatsoever,  shall,  from  any  cause  whatsoever,  be  destroyed, 
or  become  unfit  for  their  appropriate  uses  and  purposes,  they, 
the  said  party  of  the  second  part,  will,  at  their  own  proper  cost, 
rebuild  and  renew  the  same ;  provided^  that  the  same,  when  so 
rebuilt  and  renewed,  and  all  other  permanent  structures  and  im- 
provements, when  established,  shall  become  and  be  the  property 
of  the  party  of  the  first  part,  to  be  rebuilt,  renewed  and  repaired 
by  the  party  of  the  second  part,  as  above  mentioned ;  that  they 
will  keep  and  perform,  for  and  on  behalf  of  the  party  of  the  first 
part,  all  contracts  and  obligations  heretofore  made  and  entered 
into  with  other  parties  (a  schedule  whereof  is  hereto  annexed) 
touching  the  maintaining  of  fences,  cattle  guards  and  passes,  and 
will  indemnify  and  save  harmless  said  party  of  the  first  part  from 
all  loss  or  damage,  by  reason  of  second  party's  failure  so  to 
do ;  that  they  will  indemnify  and  save  harmless  the  party  of  the 
first  part  against  and  from  all  claims,  liabilities,  suits,  recoveries 
and  judgments,  and  from  all  loss  and  damage,  whatsoever,  arising 
or  occurring  in,  from  or  by  the  operating  said  Railroad  by  the 
party  of  the  second  part. 

Fourth. — That  the  party  of  the  second  part  has  covenanted, 
and  does  hereby  covenant,  to  pay  all  taxes,  duties  and  assess- 
ments, of  whatsoever  name  or  nature,  that  may  accrue  or  be 
assessed,  charged  or  levied  by  National,  State,  Municipal,  or 
other  legal  or  competent  authority,  on  the  said  Railroad,  real 
estate  and  appurtenances,  as  the  same  now  or  hereafter  may  be, 
or  upon  the  receipts  or  earnings  for  the  transportation  of  persons 
or  property,  or  upon  the  business  of  said  Railroad,  or  otherwise 
howsoever  imposed  ;  that  they  will  transport  and  pass  over  said 
Railroad  of  first  party,  free  of  charge,  the  President,  Directors, 
Secretary  and  Treasurer  thereof,  and  their  respective  families. 

Fifth. — That  the  party  of  the  second  part  has  covenanted, 
and  does  hereby  covenant,  to  keep  a  full,  true  and  accurate 
account  of  all  business  done  upon  said  Railroad,  the  rates  at 
which  the  same  was  done,  and  the  amount  of  money  received 
therefor ;  to  permit  the  said  party  of  the  first  part,  by  their 
authorized  agent,  at  any  time,  to  inspect  the  books  of  accounts 
and  vouchers  of  said  business ;  to  exhibit  monthly,  to  party  of 
the  first  part,  a  full,  particular  and   written   statement  of  the 


193 

gross  earnings  of  party  of  the  second  part  on  the  said  Railroad, 
and  within  thirty  days  after  the  end  of  each  and  every  month  to 
pay  to  party  of  the  first  part  forty  per  centum  of  the  gross  earn- 
ings thereof ;  that  the  forty  per  centum  so  paid,  or  to  be  paid, 
shall  not,  in  the  aggregate,  in  any  year,  amount  to  less  than  forty 
thousand  dollars ;  that,  should  said  per  centage  amount  to  less 
than  forty  thousand  dollars,  they  will  make  good  and  pay  to  the 
party  of  the  first  part,  within  forty  days  after  the  expiration  of 
the  year,  the  deficiency ;  that  is  to  say,  such  amount  of  money 
as,  added  to  the  forty  per  centum  of  earnings,  would  make  the 
sum  of  forty  thousand  dollars ;  that  the  year  agreed  upon  shall 
terminate  on  the  30th  of  June  in  each  calendar  year ;  that  they 
will  charge  for  business  done  upon  said  Railroad,  as  far  as  prac- 
ticable, the  full  local  rates  authorized  by  the  Act  of  Assembly 
incorporating  the  party  of  the  first  part,  excepting  and  providing, 
nevertheless,  that  they  may  and  shall  keep  and  fulfill  all  con- 
tracts heretofore  made  with  the  Pennsylvania  Railroad  Company, 
the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  the 
Erie  and  Pittsburgh  Railroad  Company  (a  schedule  of  which  is 
hereto  annexed),  for  the  transportation  of  freight  and  passengers. 

Sixth. — That  the  party  of  the  second  part  has  covenanted, 
and  does  hereby  covenant,  that  in  the  following  cases  the  earn- 
ings of  the  Railroad  of  first  party  shall  be  estimated  and  ad- 
judged as  follows,  to  wit:  on  freight  from  New  Castle  to  Alle- 
gheny or  Pittsburgh,  or  from  Pittsburgh  or  Allegheny  to  New 
Castle,  forty  per  centum  of  the  whole  freight  charges  shall  be 
adjusted  to  be  the  earnings  of  said  Railroad.  On  freight  from  New 
Castle  to  Rochester,  or  from  Rochester  to  New  Castle,  sixty-two 
per  centum ;  on  freight  from  the  junction  of  the  Lawrence  Rail- 
road Company's  Road  with  first  party's  Road  to  Allegheny  or 
Pittsburgh,  or  from  Allegheny  or  Pittsburgh  to  said  junction, 
thirty-seven  and  one  half  per  centum  ;  on  freight  from  said  junc- 
tion to  Rochester,  or  from  Rochester  to  said  junction,  fifty-seven 
per  centum.  On  passengers  over  whole  of  first  party's  road, 
seventy  cents  each  ;  on  passengers  from  said  junction  to  Home- 
wood,  or  from  llomewood  to  said  junction,  sixty  cents  each; 
jprovidedy  that  the  party  of  the  second  part  may  reduce  the 
passage  fare  between  New  Castle  and  Allegheny  or  Pittsburgh, 
if  it  shall  be  necessary  so  to  do,  in  order  to  compete  with  rival 
routes,  in  which  case  the  earnings  of  first  party's  road  shall  be 


194: 

to  the  earnings  on  the  whole  route  between  the  places  aforesaid, 
as  seventy  to  one  hundred  and  eighty-five  (185). 

Seventh. — That  the  party  of  the  second  part  has  covenanted, 
and  does  hereby  covenant,  that  if  they  do  not  pay,  or  cause  to  be 
paid,  all  and  singular  the  taxes  above  stipulated  to  be  paid  by 
them,  when  thereto  lawfully  required,  that  if  they  fail  to  pay  or 
cause  to  be  paid  to  the  party  of  the  first  part  the  per  centage  of 
the  earnings  upon  said  Railroad,  as  and  when  the  same  is  above 
stipulated  to  be  paid,  or  if  they  fail  to  make  good  and  pay  the 
deficiency  or  difference  between  the  said  per  centage  and  forty 
thousand  dollars,  as  and  when  above  stipulated  to  be  made  good 
and  paid,  and  shall  be  in  default  in  any  or  all  said  cases  for  a 
period  of  ninety  days  after  the  same  should  have  been  paid,  then, 
in  either  or  all  of  said  cases  of  failure  and  default,  the  said 
party  of  the  first  part  may  declare  and  treat  this  lease  as  deter- 
mined, and  all  rights  of  the  second  party  under  the  same  for- 
feited at  first  party's  option,  and  thereupon  may  forthwith  enter 
upon  and  take  possession  of  said  Railroad,  premises  and  appur- 
tenances, as  of  right,  without  let  or  hindrance  of  second  party  ; 
provided,  that  said  party  shall  not  thereby  lose  or  impair  their 
right  of  action  or  actions  for  the  recovery  of  any  or  all  debts  or 
damages  otherwise  due  and  recoverable  under  the  provisions  of 
this  lease,  and  provided,  further,  that  in  case  of  rightful  entry  by 
party  of  first  part,  the  said  party  shall  be  entitled  to  recover,  in 
addition  to  his  debts  and  damages  above  provided  for,  the  sum 
of  twenty -five  thousand  dollars,  as  liquidated  damages  for  dis- 
appointments, delays,  losses  and  expenditures  attendant  and  con- 
sequent upon  the  entry  and  resumption  of  possession. 

Eighth. — Whereas,  the  said  Railroad,  premises  and  appur- 
tenances are  encumbered  by  a  first  and  second  mortgage,  the  first 
for  one  hundred  and  fifty  thousand  dollars,  the  second  for  one 
hundred  thousand  dollars,  in  all  two  hundred  and  fifty  thousand 
dollars,  for  the  non-payment  of  which,  whether  debt  or  interest, 
the  said  Railroad  and  premises,  according  to  the  conditions  of  said 
mortgages,  are  liable  to  be  sold. 

And  whereas,  it  may  be  necessary  or  expedient  to  party  of  the 
first  part  to  obtain  an  extension  of  time  for  the  payment  of  said 
indebtedness,  and  to  that  end  again  co  mortgage  the  Raih-oad 
and  premises  aforesaid,  the  party  of  the  second  part  has  cove- 
nanted, and  does  hereby  covenant,  that  the  first  party  may  execute 


195 

and  deliver  any  mortgage  or  mortgages  in  any  sum  or  sums  of 
money,  in  the  aggregate  not  exceeding  two  hundred  and 
fifty  thousand  dollars,  payable  at  such  time  or  times,  and  at 
sucli  rate  of  interest  as  by  the  parties  thereto  may  be  agreed 
upon,  and  that  such  mortgage  or  mortgages,  duly  executed  and 
recorded,  shall  be  deemed  and  taken  as  prior  in  date  or  lien  to 
this  lease,  and  shall  have  the  same  force  and  effect,  to  all  intents 
and  purposes,  in  law  and  equity,  as  if  executed  and  recorded 
prior  to  the  execution  of  this  lease,  or  this  lease  had  never  been 
executed.  Provided^  however^  that  said  mortgage  or  mortgages 
shall,  to  the  amount  thereof,  be  in  lieu  and  discharge  of  so  much 
of  the  aforesaid  mortgage  or  mortgages  now  of  record. 

In  Testimony  whereof,  the  Presidents  of  the  respective 
Companies  above  named  have  hereunto  set  their  res- 
pective Jiands,  and  the  Secretaries  thereof  have  coun- 
tersigned the  same,  and  affixed  the  seals  of  their  res- 
pective Companies,  in  pursuance  of  authority  given 
them  by  the  Board  of  Directors  of  said  Companies 
respectively. 

THE  NEW  CASTLE  AND  BEAYER  YALLEY 
RAILROAD  COMPANY, 

By  A.  L.  Crawford, 

President, 


Seal  of  the 

New  Castle 

&B.V. 

R.  R.  Co. 


Attest :  J.  W.  Blanchard, 

Secretary. 


THE  PITTSBURGH,  FORT  WAYNE  AND 
CHICAGO  RAILWAY  COMPANY, 

By  G.  W.  Cass, 

President, 

Attest :  F.  M.  Hutchinson, 

Secretary, 


196 


LEASE 

OP 

THE  LAWRENCE  RAILROAD  TO  THE  PITTSBURGH, 

FORT  WAYNE  AND  CHICAGO  RAILWAY 

C  O  M  P  A  N  .Y. 


This  Indenture,  made  and  entered  into  this  twenty-second  day 
of  May,  A.  D.  one  thousand  eight  hundred  and  sixty-nine,  by 
and  between  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  a  corporation  existing  under  and  by  virtue  of  the  laws 
of  Pennsylvania,  Ohio,  Indiana  and  Illinois,  party  of  the  iirst 
part,  and  the  Lawrence  Railroad  Company,  a  corporation  exist- 
ing under  and  by  virtue  of  the  laws  of  Pennsylvania  and  Ohio, 
party  of  the  second  part : 

Whereas^  the  party  of  the  first  part  owns  and  operates  a  Rail- 
road, extending  from  Pittsburgh,  in  the  said  State  of  Pennsylva- 
nia, to  Chicago,  in  the  said  State  of  Illinois,  and  is  also  the  lessee 
of  the  New  Castle  and  Beaver  Yalley  Railroad,  a  line  of  Rail- 
road extending  from  Homewood,  in  the  said  State  of  Pennsyl- 
vania, and  situated  on  the  said  line  of  railroad  owned  by  the  party 
of  the  first  part  aforesaid,  to  New  Castle,  also  in  the  said  State 
of  Pennsylvania ;  and  the  party  of  the  second  part  owns  and 
operates  a  line  of  Railroad  ext<3ndiiig  from  a  point  on  the  said 
New  Castle  and  Beaver  Yalley  Railroad,  at  or  near  Mahoning- 
town,  in  the  said  State  of  Pennsylvania,  to  Youngstown,  in  the 
said  State  of  Ohio ;  and 

Whereas^  it  is  considered  by  the  said  parties  hereto,  that 
their  mutual  interests   will  be  promoted  by   having   the    said 


197 

Kailroads,  forming  a  continuous  line  between  Pittsburgh  and 
Youngstown,  via  Homewood  and  Mahoningtown  aforesaid, 
placed  under  one  management  and  control,  upon  the  terms  and 
conditions  hereinafter  expressed : 

Now,    THEREFORE,    THIS    INDENTURE    WITNESSETH,    that    the     Said 

parties  of  the  first  and  second  part,  their  successors  and  assigns, 
in  consideration  of  the  premises,  and  for  and  in  the  further  con- 
sideration of  one  dollar  in  hand  paid  to  the  said  party  of  the 
second  part  by  the  said  party  of  the  first  part,  at  or  before  the 
ensealing  and  delivery  hereof,  the  receipt  of  which  is  hereby  ac- 
knowledged, have  covenanted,  promised  and  agreed,  and  by  these 
presents  do  covenant,  promise  and  agree,  to  and  with  each  other, 
for  themselves  and  their  successors  and  assigns,  in  manner  and 
form  following,  that  is  to  say : 

First. — The  said  party  of  the  second  part,  for  itself  and  its  suc- 
cessors and  assigns,  has  let,  leased  and  demised,  and  by  these 
presents  does  let,  lease  and  demise  unto  the  said  party  of  the  first 
part,  its  successors  and  assigns,  for  and  during  the  term  of  ninety- 
nine  years,  commencing  with  the  date  hereof,  the  Railroad  of  the 
said  party  of  the  second  part,  extending  from  a  point  on  the 
New  Castle  and  Beaver Yalley  Railroad,  at  or  near  Mahoningtown, 
to  Youngstown,  as  aforesaid,  together  with  all  and  singular  the 
side  tracks,  station  house,  water  stations,  machine  shops,  engine 
houses,  turn-tables  and  other  buildings,  lands,  rights  of  way  and 
all  other  appurtenances,  in  any  manner  thereunto  belonging, 
together  with  all  the  right  of  the  said  party  of  the  second  part  to 
use  and  operate  the  said  railroad  and  appurtenances ;  also  the 
right  of  the  said  party  of  the  second  part  to  demand  and  receive 
fares,  freight  charges,  tolls,  or  any  other  compensation  for  the 
transportation"  of  persons  or  property ;  and  generally  the  full 
right  and  authority  of  the  said  party  of  the  second  part,  in  and 
over  the  said  railroad  and  its  appurtenances,  so  far  as  ma}^  be 
necessary  to  enable  the  said  party  of  the  first  part,  its  successors 
and  assigns,  to  fully  possess,  enjoy,  and  preserve  the  said  rail- 
road and  its  appurtenances,  agreeably  to  the  provisions  of  this 
lease. 

Second. — The  said  party  of  the  second  part  shall  proceed 
with,  as  fast  as  practicable,  and  finish  the  fencing  of  the  said  rail- 
road, necessary  to  be  done  under  the  laws  of  Ohio,  and  construct 


.      198 

such  additional  cattle  guards  as  may  be,  in  the  joint  judgment  of 
the  parties  hereto,  necessary  for  the  safe  working  of  the  said 
railroad,  and  shall  also  complete  the  reservoir  at  or  near  Hills- 
ville  Station,  with  a  capacity  sufficient  for  the  proper  supply  of 
water  for  the  locomotives  in  use  on  the  said  railroad,  and  gener- 
ally such  additional  side  tracks,  station  buildings,  and  whatever 
other  construction  may  be  deemed  necessary,  in  the  joint  judg- 
ment of  the  parties  hereto,  to  accommodate  the  future  developed 
business  of  the  said  railroad. 

Third. — The  said  party  of  the  second  part  shall  protect,  save 
harmless,  and  indemnify  the  said  party  of  the  first  part,  its  suc- 
cessors and  assigns,  from  and  against  all  claims,  demands  or  suits 
for  right  of  way,  and  for  any  and  all  injury  to  property,  arising 
out  of,  or  appertaining  to,  or  connected  with  the  construction  or 
building  of  the  railroad  aforesaid. 

Fourth. — The  said  party  of  the  first  part,  its  successors 
and  assigns,  may  and  shall  continuously  operate  during  the  term 
of  this  Indenture,  the  said  railroad  and  its  appurtenances  hereby 
leased  and  demised,  and  shall  at  all  times  furnish  to  the  public 
all  reasonable  facilities  for  the  transportation  of  persons  and 
property,  to  the  extent  of  the  capacity  of  the  track,  side  tracks, 
and  stations,  and  other  buildings,  and  shall  at  all  times,  during 
the  said  term,  keep,  maintain  and  preserve  the  said  railroad  and 
appurtenances,  and  the  additions  and  improvements  that  may 
hereafter  be  put  thereto,  in  all  parts  in  good  condition  and 
repair ;  that  as  often  as  any  part  or  portion  of  the  said  railroad, 
or  any  of  its  appurtenances,  shall  from  any  cause  be  destroyed 
or  otherwise  become  unfit  for  their  appropriate  uses  and  pur- 
poses, the  said  party  of  the  first  part,  and  its  successors  and 
assigns,  shall,  at  its  own  cost  and  expense,  renew  or  rebuild  the 
same,  which  said  renewed  structures  shall  at  once  become  the 
property  of  the  said  party  of  the  second  part,  and  the  said  party 
of  the  first  part,  its  successors  and  assigns,  shall  and  will,  from 
time  to  time,  furnish  for  use  upon  the  said  demised  railway  any 
and  all  rolling  stock  and  equipment  which  the  business  of  the 
said  demised  railroad,  and  the  increase  thereof  from  time  to  time, 
may  require. 

Fifth. — The  said  party  of  the  first  part,   its  successors  and 
assigns,  shall  pay  all  taxes,  duties  and  assessments,  whatsoever, 


199 

that  may  be  assessed,  charged  or  levied  by  national,  state,  muni- 
cipal or  other  legal  authority,  on  the  said  real  estate  and  appur- 
tenances hereby  leased  and  demised,  and  upon  the  earnings  or  re- 
ceipts for  the  transportation  of  persons  or  property  over  the  said 
railroad,  or  otherwise  upon  the  business  of  the  said  railroad,  jp/'o- 
vided  that  nothing  in  this  instrument  contained  shall  be  so  con- 
strued as  to  render  the  said  part}^  of  the  first  part,  or  its  suc- 
cessors and  assigns,  liable  for  the  tax  specifically  upon  the  inter- 
est on  the  bonds,  nor  upon  the  dividends  on  the  stock  of  the  said 
party  of  the  second  part. 

Sixth. — The  said  party  of  the  first  part  shall  keep  a  full, 
true  and  accurate  account  of  all  business  done  upon  the  said  rail- 
road, during  the  existence  of  this  lease,  the  rates  at  which  the 
same  was  done,  and  the  money  received  therefor,  and  shall  per- 
mit the  said  party  of  the  second  part,  by  its  duly  authorized 
agent,  at  any  time,  to  inspect  the  books  of  account  and  vouchers 
of  said  business,  and  shall  furnish  monthly  to  the  said  party  of 
the  second  part  a  full  and  accurate  written  statement  of  the  gross 
earnings  of  the  said  party  of  the  first  part  on  the  railroad  hereby 
leased  and  demised,  and  shall,  within  forty -five  days  after  the  end 
of  each  calendar  month,  pay  to  the  said  party  of  the  second  part 
forty  per  cent,  of  such  gross  earnings  ;  but  it  is  hereby  expressly 
agreed  that  the  aforesaid  payments  shall  amount,  in  each  and 
every  year,  to  at  least  forty-five  thousand  dollars,  which  is  hereby 
agreed  upon  as  a  tninimum  amount  to  be  paid  in  each  and  every 
year,  and  which  is  to  be  paid  absolutely  without  reference  to  the 
per  centage  which  it  forms  of  the  gross  earnings  of  such  year, 
and  without  leaving  or  creating  any  charge  upon  the  earnings  of 
any  future  year;  it  being  also  understood  and  agreed  that  each 
year  under  this  Indenture  shall  commence  on  the  first  day  of 
June  and  terminate  on  the  thirty-first  day  of  May  in  each  and 
every  calendar  year ;  and  the  said  party  of  the  first  part,  its  suc- 
cessors and  assigns,  shall  be  entitled  to  retain  in  each  and  every 
year  of  the  term  aforesaid  all  excess  of  gross  earnings  for  such 
year  over  and  above  the  payments  to  the  said  party  of  the  second 
part  above  provided,  and  to  apply  the  same  to  and  for  the 
purposes  of  this  Indenture  and  for  fulfilling  all  the  under- 
takings of  the  said  party  of  the  first  part  herein  expressed, 
and  to  apply  to  its  own  use  and  benefit  any  surplus  that  may  re- 
main in  such  year,  as  compensation  for  the  services,  acts  and 


200 

things  done,  or  to  be  done,  by  the  said  party  of  the  first  part,  its 
successors  and  assigns,  in  pursuance  of  these  presents. 

Seventh. — The  said  party  of  the  first  part,  its  successors  and 
assigns,  shall  charge  for  the  business  done  on  the  said  railroad,  so 
far  as  practicable,  the  full  local  rates  authorized  by  the  charter  of 
the  said  party  of  the  second  part,  but  the  said  party  of  the  first  part, 
its  successors  and  assigns,  may,  when  necessary,  make  such  special 
rates  as  will  secure  competitive  business,  and  fully  develop 
otherwise  the  business  of  the  said  railroad,  it  being  thereby 
expressly  understood  and  agreed,  that  when  persons  or  property 
are  carried  on  through  tickets,  or  through  bills  of  lading  or  mani- 
fests, from  points  on  the  said  railroad  to  points  on  other  railroads, 
or  vice  versa,  the  earnings  therefrom  allotted  to  the  said  railroad, 
shall  be  pro  rata  on  the  basis  of  the  number  of  miles  which  such 
persons  or  property  may  be  so  transported. 

Eighth. — In  case  the  said  party  of  the  first  part,  its  successors 
and  assigns,  shall  make  default  in  the  payment  of  any  taxes 
hereinbefore  stipulated  to  be  paid  by  it,  after  being  lawfully  re- 
quired so  to  do,  or  if  the  said  party  of  the  first  part,  its  successors 
and  assigns,  shall  make  default  in  the  payment  of  the  fixed  mini- 
mum aforesaid,  agreed  to  be  paid  under  this  Indenture,  or  of  the 
forty  per  cent,  of  the  gross  earnings  aforesaid,  in  the  manner  and 
at  the  times  hereinbefore  provided,  to  be  paid  to  the  said  party  of 
the  second  part,  and  such  default  shall  continue  for  the  period 
of  ninety  days,  the  said  party  of  the  second  part  may,  at  its  elec- 
tion, annul  and  terminate  this  lease,  by  written  notice,  to  the  said 
party  of  the  first  part,  or  its  successors  and  assigns,  and  there- 
upon may  forthwith  enter  upon  and  take  possession  of  the  said 
railroad,  real  estate  and  appurtenances,  as  of  right,  and  without 
let  or  hindrance,  by  the  said  party  of  the  first  part,  or  its  succes- 
sors and  assigns,  or  it  may  take  such  other  and  further  action  for 
the  enforcement  of  the  provisions  of  this  Indenture  as  to  it  may 
seem  advisable;  provided,  that  by  the  taking  of  such  possession  the 
said  party  of  the  second  part  shall  not  lose  or  impair  its  right  of 
action  at  law  for  the  recovery  of  any  and  all  debts  or  damages 
otherwise  due  and  recoverable  under  the  provisions  of  this  In- 
denture ;  2iXidi  provided,  further,  that  in  case  of  rightful  entry  by 
the  said  party  of  the  second  part,  it  shall  be  entitled  to  recover, 
in  addition  to  its  debts  and  damages  above  provided  for,  the  sum 
of  twenty-five  thousand  dollars,  as  liquidated  damages  for  disap- 


201 

pointments,  delays,  losses  aod  expenditures  attendant  aud  conse- 
quent upon  such  entry  and  resumption  of  possession. 

Ninth, — The  said  party  of  the  first  part,  its  successors  and  as- 
signs, shall,  at  all  times  during  the  term  aforesaid,  bear,  and  at 
its  own  proper  cost  and  expense,  pay  and  discharge  any  and  all 
costs,  expenses  and  charges  whatsoever,  of  operating  and  tran- 
sacting the  business  and  maintenance  of  the  railroad  aforesaid, 
or  in  any  manner  connected  with,  arising  out  of,  or  appertaining 
to  the  business,  operation,  maintenance  or  management  of  the 
same,  and  shall  at  all  times,  during  the  term  aforesaid,  hold,  save 
and  keep  harmless  and  indemnify  the  said  party  of  the  second 
part,  from  and  against  any  and  all  charges,  costs  and  expenses, 
suits,  damages  and  claims  of  any  and  all  kinds  whatsoever,  aris- 
ing out  of  or  in  any  manner  appertaining  to  or  connected  with 
the  operation,  maintenance  or  management,  during  the  term 
aforesaid,  of  the  said  railroad  and  appurtenances,  including  not 
only  the  expenses  of  operating,  maintaining  and  managing  the 
said  railroad  and  appurtenances,  bnt,  also,  any  and  all  claims 
for  injury  to  persons  or  property  that  may  occur  upon  the  said 
railroad  during  the  term  aforesaid,  and  also  any  and  all  claims, 
demands  or  suits  for  non-performance,  or  breach  of  contract,  in 
respect  to  any  person  or  thing  to  be  transported  over  the  same, 
and  also  any  and  all  claims,  demands  or  suits  for  the  loss  or  de- 
struction, by  whatever  cause,  of  any  property  whatsoever,  while 
under  the  control  of  the  said  party  of  the  first  part,  its  succes- 
sors and  assigns,  or  which  it  shall  have  undertaken  to  carry  or 
transport  over  any  portion  of  the  said  railroad. 

Tenth, — The  said  party  of  the  first  part  shall  and  will,  at  all 
times,  during  the  term  hereby  granted,  send  over  the  said 
demised  railway  any  and  all  persons  and  property  to  be  carried 
or  transported  by  it  or  them  from  Pittsburgh,  or  from  any 
point  on  the  line  of  the  railway  of  the  party  of  the  first  part,  or 
of  the  Beaver  Yalley  Hallway,  lying  between  Pittsburgh  and 
New  Castle,  or  from  any  point  westerly  of  Homewood,  to  any 
point  or  place  situate  upon  or  in  the  direction  of  the  line  of  the 
said  demised  Lawrence  Railroad,  and  also  any  and  all  persons 
and  property  to  be  carried  or  transported  by  the  said  party  of 
the  first  part,  its  successors  or  assigns,  from  Youngstown  or  any 
point  beyond,    or  from    any  point   between    Youngstown   and 


202 

Mahoningtown,  to  any  point  or  place  situate  upon  or  in 
the  direction  of  the  line  of  the  said  demised  railroad  ; 
and  the  said  party  of  the  first  part,  for  itself,  its  succes- 
sors and  assigns,  further  covenants,  promises  and  agrees  to 
and  with  the  party  of  the  second  part,  that  the  said  party  of 
the  first  part,  its  successors  or  assigns,  shall  not,  and  it  or  they 
will  not  at  any  time  during  the  term  hereby  granted,  construct 
or  aid  in  the  construction  of,  or  lease,  operate  or  make  running 
connections  with  any  line  of  railroad  which  shall  be  parallel  to 
or  run  in  the  same  general  direction  with  the  said  demised 
railroad,  and  which  shall  reach  or  connect  with  the  Beaver 
Valley  Railroad,  or  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway,  at  any  point  or  place  situate  between  New  Castle  and 
Pittsburgh. 

Eleventh. —  Whereas^  the  said  railroad,  real  estate  and  appur- 
tenances are  encumbered  by  a  first  and  only  mortgage  to  secure 
the  payment  of  three  hundred  and  sixty  thousand  dollars  of 
bonds,  bearing  date  the  first  day  of  August,  A.D.  one  thousand 
eight  hundred  and  sixty-five,  and  due  and  payable  on  the  first 
bay  of  August,  A.D.  one  thousand  eight  hundred  and  ninety- 
five,  for  the  non-payment  of  which  bonds,  or  of  the  accrued 
interest  thereon,  the  said  railroad,  real  estate  and  appurtenances 
are  liable  to  be  sold  under  a  foreclosure  of  such  mortgage  ; 
and 

Whereas^  it  may  be  necessary  or  expedient  for  the  said  party 
of  the  second  part  to  obtain  an  extension  of  time  for  the  payment 
of  such  bonds,  or  to  substitute  new  bonds  therefor  at  the  maturity 
thereof,  and  to  that  end  again  to  mortgage  the  said  railroad,  real 
estate  and  appurtenances,  it  is  hereby  covenanted  and  agreed  by 
and  between  the  parties  hereto,  for  themselves,  their  successors 
and  assigns,  that  the  said  party  of  the  second  part  may  extend 
such  bonds,  or  substitute  others -therefor,  as  may  be  agreed  upon 
by  the  parties  thereto,  secured  by  the  present  or  new  mortgage 
or  deed  of  trust,  in  the  same  manner  and  with  the  like  effect  as  if 
these  presents  had  not  been  executed,  but  the  aggregate  amount 
of  such  bonds,  or  of  the  annual  interest  charge  created  thereby, 
shall  not  be  increased,  and  in  default  of  such  extension  or  sub- 
stitution, the  said  party  of  the  first  part,  its  successors  and  assigns, 
shall  have  the  right  to  apply  to  the  payment  of  such  overdue 
bonds,  all  the  surplus  over  the  interest  on  the  bonds  outstanding, 


203 

from  the  payments  to  which  the  said  party  of  the  second  part 
would  be  otherwise  entitled ;  and  in  case  the  said  party  of  the 
second  part  shall  at  any  time  or  times  make  default  in  the  pay- 
ment of  any  interest  on  the  bonds  aforesaid,  which  shall  have 
been  duly  demanded,  on  any  day  on  which  the  same  shall  be 
payable,  or  shall  make  default  in  the  payment  of  any  instalment 
of  the  sinking  fund  therefor,  on  any  day  when  the  same  shall 
become  payable,  the  said  party  of  the  first  part,  its  successors 
and  assigns,  may,  without  waiting  for  the  expiration  of  the  three 
months  before  such  default  can  be  availed  of  by  the  bondholder, 
proceed  at  once  to  pay  such  interest,  and  to  pay  any  instalment 
of  the  Sinking  Fund  that  may  be  overdue,  and  to  deduct  the 
amount  of  the  payments  therefor  out  of  the  next  succeeding 
payment  for  account  of  the  minmiuTn  aforesaid,  or  of  the  forty 
per  cent,  of  gross  earnings  aforesaid,  with  interest  at  the  rate  of 
seven  per  cent,  from  the  time  of  such  advances  until  the  time 
when  such  payment  would  fall  due,  and  every  such  advance, 
with  interest  as  aforesaid,  shall  be  duly  credited  to  the  said  party 
of  the  first  part,  its  successors  and  assigns,  in  the  annual  settle- 
ment between  the  parties  hereto. 

In  witness  whereof,  the  said  parties  hereto  have 
caused  their  respective  corporate  seals  to  be  hereto  at- 
tached, and  the  same  to  be  attested  by  the  signatures 
of  their  respective  Presidents  and  Secretaries,  the  day 
and  year  first  above  written. 


PITTSBURGH,  FORT  WAYNE  AND  CHICAGO  RAIL- 


WAY  CO.. 


Seal 

:p.,f.  w.  &c. 

;    Railway  Co. 


By  G.  W.  Cass, 

President. 

F.  M.  Hutchinson, 

Secretary. 


Sealed  and  delivered  in 
presence  of — 

W.  R.  Shelby, 
James  H.  Thaw. 


204 


Seal 
Lawrence 
R.  R  Co. 


LAWRENCE  EAILROAD  COMPANY, 

By  Wm.  McCreary, 

President. 


In  presence  of — 

James  H.  Thaw, 
Jno.  H.  Fredrick. 


F.  M.  Hutchinson, 

Secretary. 


206 


LEASE 

OF 

THE  MASSILLON  AND  CLEVELAND  RAILROAD 

OF  THE 

PITTSBURGH,  FORT  WAYNE  &  CHICAGO  RAILWAY  COMPANY. 

This  Indenture,  made  and  entered  into  this  twenty-second 
day  of  May,  A.  D.  one  thousand  eight  hundred  and  sixty-nine,  by 
and  between  the  Pittsburgh,  Fort  Wayne  and  Chicago  Kailwat 
Company,  a  corporation  existing  under  and  by  virtue  of  the  laws 
of  Pennsylvania,  Ohio,  Indiana  and  Illinois,  party  of  the  first 
part,  and  the  Massillon  and  Cleveland  Railroad  Company,  a 
corporation  existing  under  and  by  virtue  of  the  laws  of  Ohio, 
party  of  the  second  part : 

Whereas^  the  party  of  the  first  part  owns  and  operates  a 
Railroad,  extending  from  Pittsburgh,  in  the  said  State  of  Penn- 
sylvania, to  Chicago,  in  the  said  State  of  Illinois,  and  is  al^o  the 
owner  of  the  Cleveland,  Zanesville  and  Cincinnati  Railroad,  a 
line  of  Railroad  extending  from  a  point  four  miles  south  of  Mill- 
ensburg  to  Hudson,  on  the  Cleveland  and  Pittsburgh  Railroad,  in 
the  said  State  of  Ohio,  and  forming  a  line,  via  the  said  Cleveland 
and  Pittsburgh  Railroad  to  Cleveland,  Ohio,  party  of  the  second 
part,  is  engaged  in  building  a  Railroad,  extending  from  a  point 
on  the  Railroad  of  the  said  party  of  the  first  part,  at  or  near  Mas- 
sillon, to  Clinton  on  the  said  Cleveland,  Zanesville  and  Cincinnati 
Railroad,  in  the  said  State  of  Ohio,  and, 

Whereas,  it  is  considered  by  the  said  parties  hereto,  that 
their  mutual  interests  will  be  promoted  by  having  the  said  Rail- 


206 

roads,  forming  a  continuous  line  between  Massillon  and  Hudson, 
via  Clinton  aforesaid /placed  under  one  management  and  con- 
trol, upon  the  terms  and  conditions  hereinafter  expressed. 

Now,    THEREFORE,    THIS    INDENTURE   WITNESSETH,    That    the   Said 

parties  of  the  first  and  second  part,  their  successors  and  assignes, 
in  consideration  of  the  premises,  and  for  and  in  the  further  con- 
sideration of  one  dollar  in  hand  paid  to  the  said  partj  of  the 
second  part,  by  the  said  party  of  the  first  part,  at  or  before 
the  ensealing  and  delivery  hereof,  the  receipt  of  which 
is  hereby  acknowledged,  have  covenanted,  promised  and 
agreed,  and  by  these  presents  do  covenant,  promise  and  agree, 
to  and  with  each  other,  for  themselves  and  their  successors  and 
assigns,  in  manner  and  form  following,  that  is  to  say  : 

First. — The  said  party  of  the  second  part,  for  itself  and  its 
successors  and  assigns,  has  let,  leased  and  demised,  and  by  these 
presents  does  let,  lease  and  demise  unto  the  said  party  of  the  first 
part,  its  successors  and  assigns,  for  and  during  the  term  of  ninety- 
nine  years,  commencing  with  the  date  of  the  completion,  and  its 
delivery  to  the  said  party  of  the  first  part,  of  the  Railroad  of  the 
said  party  of  the  second  part,  extending  from  a  point  on  the  Rail- 
road of  the  said  party  of  the  first  part,  at  or  near  Massillon,  to 
Clinton,  on  the  said  Cleveland,  Zanesville  and  Cincinnati  Rail- 
road as  aforesaid ;  together  with  all  and  singular  the  side  tracks, 
station  houses,  water  stations,  machine  shops,  engine  houses,  turn 
tables,  and  other  buildings,  lands,  rights  of  way,  and  all  other  ap- 
purtenances, in  any  manner  thereunto  belonging,  together  with  all 
the  right  of  the  said  party  of  the  second  part  to  use  and  operate 
the  s^id  Railroad  and  appurtenances  ;  also  the  right  of  the  said 
party  of  the  second  part  to  demand  and  receive  fares,  freight 
charges,  tolls,  or  any  other  compensation,  for  the  transportation 
of  persons  or  property,  and  generally  the  full  right  and  authority 
of  the  said  party  of  the  second  part  in  and  over  the  said  Railroad 
and  its  appurtenances,  so  far  as  may  be  necessary  to  enable  the 
said  party  of  the  first  part,  its  successors  and  assigns,  to  fully 
possess,  enjoy  and  preserve  the  said  Railroad  and  its  appurte- 
nances agreeabl}^  to  the  provisions  of  this  lease. 

Second. — The  said  party  of  the  second  part  shall  proceed 
with,  as  fast  as  practicable,  and  finish,  the  building  of  the  said 
Railroad,  together  with  the  fencing  necessary  to  be  done  under 


207 

the  laws  of  Ohio,  and  construct  such  cattle  guards  as  may  be,  in 
the  joint  judgment  of  the  parties  hereto,  necessary  for  the  safe 
working  of  the  said  Hailroad,  and  shall  also  construct  such  side 
tracks,  station  buildings,  water  houses  and  appurtenances,  as  may 
be  necessary  for  the  proper  and  economical  working  of  the  said 
Railroad,  and  the  suitable  accommodation  of  the  business  to  be 
done  on  the  said  Railroad,  and  generally  such  additional  side 
tracks,  station  buildings  and  whatever  other  construction  may  be 
deemed  necessary,  in  the  joint  judgment  of  the  parties  hereto,  to 
accommodate  the  future  developed  business  of  the  said  Railroad, 

Third.-  -The  said  party  of  the  second  part  shall  protect,  save 
harmless  and  indemnify  the  said  party  of  the  first  part,  its  suc- 
cessors and  assigns,  from  and  against  all  claims,  demands,  or  suits 
for  right  of  way,  and  for  any  and  all  injury  to  property  arising 
out  of  or  appertaining  to  or  connected  with  the  construction  or 
building  of  the  railroad  aforesaid. 

Fourth. — The  said  party  of  the  first  part,  its  successors  and 
assigns,  may  and  shall  contiuously  operate,  during  the  term  of 
this  Indenture,  the  said  Railroad,  and  its  appurtenances,  hereby 
leased  and  demised,  and  shall  at  all  times  furnish  to  the  public 
all  reasonable  facilities  for  the  transportation  of  persons  and 
property,  to  the  extent  of  the  capacity  of  the  track,  side  tracks, 
and  stations,  and  other  buildings,  and  shall  at  all  times,  during 
the  said  term,  keep,  maintain,  and  preserve  the  said  Railroad  and 
appurtenances,  and  the  additions  and  improvements  that  may 
hereafter  be  put  thereto,  in  all  parts,  in  good  condition  and  re- 
pair ;  that  as  often  as  any  part  or  portion  of  the  said  Railroad, 
or  any  of  its  appurtenances,  shall  from  any  cause  be  destroyed, 
or  otherwise  become  unfit'  for  their  appropriate  uses  and  purposes, 
the  said  party  of  the  first  part,  and  its  successors  and  assigns, 
shall,  at  its  own  cost  and  expense,  renew  or  rebuild  the  same — 
which  said  renewed  structures  shall  at  once  become  the  property 
of  the  said  party  of  the  second  part. 

Fifth. — The  said  party  of  the  first  part,  its  successors  and 
assigns,  shall  pay  all  taxes,  duties  and  assessments,  whatsoever, 
that  may  be  assessed,  charged  or  levied,  by  national,  state, 
municipal,  or  other  legal  authority,  on  the  said  railroad,  real 
estate  and  appurtenances  hereby  leased  and  demised,  and  upon 
the  earnings  or  receipts  for  the  transportation  of  persons  or 
property  over  the  said  Railroad,  or  otherwise,  upon  the  business 


of  the  said  Railroad ;  provided,  that  nothing  in  this  instrument 
contained  shall  be  so  construed  as  to  render  the  said  party  of 
the  first  part,  or  its  successors  and  assigns,  liable  for  the  tax 
specifically  upon  the  interest  on  the  bonds,  nor  upon  the  divi- 
dends on  the  stock  of  the  said  party  of  the  second  part. 

Sixth, — The  said  party  of  the  first  part  shall  keep  a  full, 
true  and  accurate  account  of  all  business  done  upon  the  said 
Railroads,  during  the  existence  of  this  lease,  the  rates  at  which 
same  was  done,  and  the  money  receired  therefor,  and  shall  per- 
mit the  said  party  of  the  second  part,  by  its  duly  authorized 
agent,  at  any  time  to  inspect  the  books  of  account  and  vouchers 
of  said  business,  and  shall  furnish,  monthly,  to  the  said  party  of 
the  second  part  a  full  and  accurate  written  statement  of  the 
gross  earnings  of  the  said  party  of  the  first  part  on  the  Raih^oad 
hereby  leased  and  demised,  and  shall,  within  forty-five  days  after 
the  end  of  each  calendar  month,  pay  to  the  said  party  of  the 
second  part  fort}^  per  cent,  of  such  gross  earnings  ;  but  it  is 
hereby  expressly  agreed  that  the  aforesaid  payments  shall 
amount,  in  each  and  every  year,  to  at  least  twenty  thousand 
dollars,  which  is  hereby  agreed  upon  as  a  minimwrii  amount  to 
be  paid  in  each  and  every  year,  and  which  is  to  be  paid 
absolutely,  without  reference  to  the  per  centage  which  it  forms 
of  the  gross  earnings  of  such  year,  and  without  leaving  or  creat- 
ing any  charge  upon  the  earnings  of  any  future  year — it  being 
also  understood  and  agreed  that  each  year,  under  this  Indenture, 
after  this  present  year,  shall  commence  on  the  first  day  of 
January,  and  terminate  on  the  thirty-first  day  of  December,  in 
each  and  every  calendar  year ;  and  the  said  party  of  the  first 
part,  its  successors  and  assigns,  shall  be  entitled  to  retain,  in  each 
and  every  such  year  of  the  term  aforesaid,  all  excess  of  gross 
earnings  for  such  year,  over  and  above  the  payments  to  the 
said  party  of  the  second  part  above  provided,  and  to  apply  the 
same  to  and  for  the  purpose  of  this  Indenture,  and  for  fulfilling 
all  the  undertakings  of  the  said  party  of  the  first  part  herein 
expressed,  and  to  apply  to  its  own  use  and  benefit  any  surplus, 
that  may  remain  in  such  year,  as  compensation  for  the  services, 
acts  and  things  done,  or  to  be  done,  by  the  said  party  of  the 
first  part,  its  successors  and  assigns,  in  pursuance  of  these  pre- 
sents— it  being  expressly  understood  and  agreed,  that  the  present 
year,  by  reason  of  the  said  Railroad  being  yet  unfinished,  shall  be 


209 

deemed  and  taken  as  a  fractional  year,  and  the  payments  and 
other  things  to  be  done  by  the  said  party  of  the  first  part,  under 
this  lease,  shall  date  or  take  effect  from  the  completion  and  de- 
livery, by  the  said  party  of  the  second  part,  of  the  said  Railroad, 
to  the  said  party  of  the  first  part. 

Seventh. — The  said  party  of  the  first  part,  its  successors  and 
assigns,  shall  charge  for  the  business  done  on  the  said  Railroad, 
so  far  as  practicable,  the  full  local  rates  authorized  by  the  charter 
of  the  said  party  of  the  second  part,  but  the  said  party  of  the 
first  part,  its  successors  and  assigns,  may,  when  necessary,  make 
such  special  rates  as  will  secure  competitive  business,  and  fully 
develop  otherwise  the  business  of  the  said  Railroad,  it  being 
hereby  expressly  understood  and  agreed  that  when  persons  or 
property  are  carried  on  through  tickets,  or  through  bills  of  lading 
or  manifests  from  points  on  the  said  Railroad  to  points  on  other 
Railroads,  or,  vice  versa,  the  earnings  therefrom  allotted  to  the 
said  railroad  shall  be  pro  rata  on  the  basis  of  the  number  of 
miles  which  such  persons  or  property  may  be  so  transported ; 
and  it  is  also  hereby  expressly  understood  and  agreed  that  all  coal 
offered  for  shipment  over  the  Railroad  hereby  leased  and  de- 
mised, and  destined  for  Cleveland  or  other  lake  ports,  shall 
always  be  forwarded  via  Hudson  and  the  Cleveland  and  Pitts- 
burgh Railroad  aforesaid,  so  long,  and  whenever,  the  same  can  be 
done  on  terms  equally  favorable  with  other  routes ;  and  no  terms 
for  such  transportation  shall  be  granted  by  the  party  of  the  first 
part,  its  successors  and  assigns,  via  any  other  route  to  such  lake 
ports,  than  are  granted  to  the  line  or  route  via  Hudson  and  the 
Cleveland  and  Pittsburgh  Railroad  aforesaid. 

Eighth. — In  case  the  said  party  of  the  first  part,  its  succes- 
sors and  assigns,  shall  make  default  in  the  payment  of  any  taxes, 
hereinbefore  stipulated  to  be  paid  by  it,  after  being  lawfully  re- 
quired so  to  do,  or  if  the  said  party  of  the  first  part,  its  succes- 
sors and  assigns,  shall  make  default  in  the  payment  of  the  fixed 
minimum  aforesaid,  agreed  to  be  paid  under  this  Indenture,  or 
of  the  forty  per  cent,  of  the  gross  earnings  aforesaid,  in  the 
manner  and  at  the  times  hereinbefore  provided,  to  be  paid  to  the 
said  party  of  the  second  part,  and  such  default  shall  continue 
for  the  period  of  ninety  days,  the  said  party  of  the  second  part 
may,  at  its  election,  annul  and  terminate  this  lease,  by  written 


210 

notice  to  the  said  party  of  the  first  part,  or  its  successors  and  as- 
signs, and  thereupon  may  forthwith  enter  upon  and  take  posses- 
sion of  the  said  Railroad,  real  estate  and  appurtenances,  as  of 
right  and  without  let  or  hindrance  by  the  said  party  of  the  first 
part,  or  its  successors  and  assigns  ;  or  it  may  take  such  other  and 
further  action,  for  the  enforcement  of  the  provisions  of  this  In- 
denture, as  to  it  may  seem  advisable :  jorovided^  that  by  the  tak- 
ing of  such  possession,  the  said  party  of  the  second  part  shall 
not  lose,  or  impair,  its  right  of  action,  at  law,  for  the  recovery  of 
any  and  all  debts  or  damages  otherwise  due  and  recoverable-un- 
der  the  provisions  of  this  Indenture  ;  and,  provided,  further, 
that  in  case  of  rightful  entry  by  the  said  party  of  the  second 
part,  it  shall  be  entitled  to  recover,  in  addition  to  its  debts  and 
damages  above  provided  for,  the  sum  of  fifteen  thousand  dollars, 
as  liquidated  damages  for  disappointments,  delays,  losses  and 
expenditures  attendant  and  consequent  upon  such  entry  and  re- 
sumption of  possession. 

Ninth. — The  said  party  of  the  first  part,  its  successors  and 
assigns,  shall  at  all  times,  during  the  term  aforesaid,  bear,  and  at 
its  own  proper  cost  and  expense,  pay  and  discharge  any  and  all 
costs,  expenses  and  charges,  whatsoever,  of  operating  and  trans- 
acting the  business  and  maintenance  of  the  Railroad  aforesaid, 
or  in  any  manner  connected  with,  arising  out  of,  or  appertaining 
to  the  business,  operation,  maintenance  or  management  of  the 
same ;  and  shall,  at  all  times  during  the  term  aforesaid,  hold,  save 
and  keep  harmless  and  indemnify  the  said  party  of  the  second 
part  from  and  against  any  and  all  charges,  costs  and  expenses, 
suits,  damages  and  claims,  of  any  and  all  kinds  whatsoever,  aris- 
ing out  of  or  in  any  manner  appertaining  to  or  con- 
nected with  the  operation,  maintenance  or  management,  during 
the  term  aforesaid,  of  the  said  Railroad  and  appurtenances,  in- 
cluding not  only  the  expenses  of  operating,  maintaining  and 
managing  the  said  Railroad  and  appurtenances,  but  also  any  and 
all  claims  for  injury  to  persons  or  property  that  may  occur 
upon  the  said  Railroad  during  the  term  aforesaid,  and  also  any 
and  all  claims,  demands  or  suits  for  non-performance  or  breach 
of  contract  in  respect  to  any  person  or  thing  to  be  transported 
over  the  same,  and  also  any  and  all  claims,  demands  or  suits  for 
the  loss  or  destruction,  by  whatever  cause,  of  any  property  what- 
soever, while  under  the  control  of  the  said  party  of  the  first  part. 


211 

its  successors  and  assigns,  or  which  it  shall  have  undertaken  to 
carry  or  transport  over  any  portion  of  the  said  Railroad. 

Tenth. —  Whereas^  it  may  be  necessary,  or  expedient,  for  the  said 
party  of  the  second  part,  for  the  purpose  of  realizing  the  means  neces- 
sary to  fully  complete  its  said  Railroad  and  appurtenances,  to  create 
and  issue  its  bonds,  and  to  secure  the  payment  of  the  same,  at 
their  maturity,  by  a  mortgage  or  deed  of  trust,  conveying  the 
said  Railroad,  appurtenances  and  franchises,  in  trust  for  the  bene- 
fit of  the  holders  of  the  said  bonds,  it  is  hereby  covenanted  and 
agreed  by  and  between  the  parties  hereto,  for  themselves,  their 
successors  and  assigns,  that  the  said  party  of  the  second  part  may 
create  and  issue  such  bonds,  in  such  manner  and  form,  and  bear- 
ing such  a  rate  of  interest,  not  exceeding  seven  per  cent,  per 
annum,  as  may  by  them  be  deemed  proper  and  expedient,  and 
may  secure  the  payment  of  the  said  bonds  by  a  mortgage  or  deed 
of  trust,  conveying  the  said  Railroad,  appurtenances  and  fran- 
chises in  trust  for  the  benefit  of  the  holders  of  the  said  bonds, 
in  the  same  manner  and  with  like  effect  as  if  these  presents  had 
never  been  executed  ;  and  may  also  create  a  sinking  fund  for  the 
redemption  of  the  said  bonds :  jprovided,  and  it  is  hereby  ex- 
pressly declared  and  agreed,  by  and  between  the  parties  hereto, 
their  successors  and  assigns,  that  in  no  event  shall  the  amount  of 
the  said  bonds  exceed  the  sum  of  one  hundred  thousand  dollars, 
and  the  said  mortgage,  duly  executed  and  recorded,  shall  be 
deemed  and  taken  as  prior  in  date  and  lien  to  this  Indenture,  and 
shall  have  the  same  force  and  effect,  to  all  intents  and  purposes, 
in  law  and  in  equity,  as  if  it  had  been  executed  and  recorded 
prior  to  the  execution  of  this  Indenture,  or  if  this  Indenture  had 
never  been  executed ;  and  the  said  party  of  the  second  part  may, 
if  it  shall  become  necessary  or  expedient,  extend  or  renew  the 
said  bonds,  or  substitute  others  therefor,  as  may  be  agreed  upon  by 
the  parties  thereto,  secured  by  the  then  existing  or  a  new  mort- 
gage or  deed  of  trust,  in  the  same  manner  and  with  like  effect  as  if 
these  presents  had  not  been  executed,  but  the  aggregate  amount  of 
such  bonds,  or  of  the  annual  interest  charge  created  thereby 
shall  not  be  increased  ;  and  in  default  of  such  extension  or  sub- 
stitution, the  said  party  of  the  first  part,  its  successors  and  as 
signs,  shall  have  the  right  to  apply,  to  the  payment  of  such  over- 
due bonds,  all  the  surplus  over  the  interest  on  the  bonds  out- 
standing, from  the  payments  to  which  the  said  party  of  the 
second  part  would  be  otherwise  entitled ;  and  in  case  the  said 


212 

party  of  the  second  part  shall,  at  any  time  or  times,  make  default 
in  the  payment  of  any  interest  on  the  bonds  aforesaid,  which 
shall  have  been  duly  demanded,  on  any  day  on  which  the  same 
shall  be  payable,  or  shall  make  default  in  the  payment  of  any 
instalment  of  the  Sinking  Fund  therefor,  on  any  day  when  the 
same  shall  become  payable,  the  said  party  of  the  first  part,  its 
successors  and  assigns,  may,  without  waiting  for  the  expiration  of 
the  three  months  before  such  default  can  be  availed  of  by  the 
bondholders,  proceed  at  once  to  pay  such  interest,  and  to  pay 
any  instalment  of  the  Sinking  Fund  that  may  be  over  due,  and  to 
deduct  the  amount  of  the  payments  therefor  out  of  the  next 
succeeding  payment  for  account  of  the  minimum  aforesaid,  or 
of  the  forty  per  cent,  of  gross  earnings  aforesaid,  with ,  interest, 
at  the  rate  of  seven  per  cent,  from  the  time  of  such  advances 
until  the  time  when  such  payments  would  fall  due,  and  every 
such  advance,  with  interest  as  aforesaid,  shall  be  duly  credited  to 
the  said  party  of  the  first  part,  its  successors  and  assigns,  in  the 
annual  setttlement  between  the  parties  hereto. 


In  witness  whereof,  the  said  parties  hereto  have  caused 
their  respective  corporate  seals  to  be  hereto  affixed, 
and  the  same  to  be  attested  by  the  signatures  of  their 
respective  Presidents  and  Secretaries,  the  day  and 
year  first  above  written. 


PITTSBUEGH,  FORT  WAYNE   AND  CHICAGO  RAIL- 
WAY CO., 


By  G.  W.  Cass, 


P.  F^w!&C.   ':    ^  President, 


Ry-  Co.        ;  Attest- 


F.  M.   Hutchinson, 

Secretary. 


Sealed   and   delivered 
in  the  presence  of — 


W.  R.  Shelby, 

J.  N.  MoCuLLOITGH. 


213 

1 

MASSILLON.AND  CLEVELAND  HAILKOAD  CO., 

By  Simon  Perkins, 

President. 

....           Attest — 

■ 

F.  M.  Hutchinson, 

Secretary. 

:             Seal' 
•M.   &  C.    E 
:            Co. 

..  R.  ; 

Sealed   and 

delivered 

in  the  presence  of — 

James  H.  Thaw, 

Jno.  H.  Fredbiok. 

214 


CIRCULAR 

TO  THE 

STOCKHOLDERS  AND  BONDHOLDERS 

OP   THE 

PITTSBURGH,  FORT  WAYNE  &  CHICAGO 

RAILW^AY    COMPANY. 


During  the  last  three  years  you  have  been  advised  that  the 
relations  between  this  Company  and  the  Pennsylvania  Kailroad 
Company  have  engaged  the  earnest  attention  of  the  President 
and  Directors  of  this  Company,  and  have  been  in  several 
instances  the  subject  of  laborious  and  protracted  negotiations 
between  the  representatives  of  the  two  Companies. 

The  source  of  the  complications  which  tended,  on  occasions 
often  recurring,  to  disturb  the  harmony  of  these  relations,  was 
in  facts  these : 

At  Pittsburgh,  your  only  eastern  connection  with  New  York 
and  the  other  points  of  your  principal  business  to  and  from  the 
east,  is  the  Pennsylvania  Railroad.  Not  only  had  the  Company 
owning  that  Railroad  another  western  connection,  but  it  had 
gradually  acquired  a  vast  and  permanent  pecuniary  interest  in 
promoting  that  connection  at  your  expense.  As  owner  of  a  con- 
trolling majority  of  the  stock  of  the  Pittsburgh,  Columbus  and 
Cincinnati  Railroad,  and  guarantor  of  the  recent  lease  by  that 
Company  of  the  Columbus,  Chicago  and  Indiana  Central  Rail- 
way, it  has  become  the  practical  proprietor  of  a  line  to  Cincin- 
nati superior  to  your  own,  of  an  equal  line  to  St.  Louis,  and  of 
an  inferior  line  to  Chicago. 

Such  a  situation  between  these  two  Companies,  possessing  the 


216 

shortest,  most  cheaply  operated,  and  most  effective  line  between 
New  York  and  Chicago,  and  capable  of  serving  the  public  on 
the  most  economical  terms,  and  yet  affording  reasonable  returns 
to  their  proprietors,  was  intrinsically  false,  and  was  liable  to  con- 
vert natural  alKes  into  rivals  and  foes. 

The  position,  if  it  did  not  generate  injustice,  could  not  but 
create  suspicion  of  it ;  and  the  executive  men  of  the  two  Com- 
panies were  exposed  to  the  influence  of  a  consciousness  of  dis- 
cordant interests  and  the  attrition  of  daily  rivalry. 

No  matter  how  the  situation  came  to  exist,  it  was  to  be  dealt 
with  as  a  fact.  What  an  ealier  foresight  or  an  ealier  ability 
might  have  avoided,  was  now,  if  possible,  to  be  remedied. 

Two  or  three  years  ago  tliere  was  a  negotiation  on  the  basis 
that  the  Pennsylvania  Railroad  Company  should  retire  from  all 
interests  west  of  Pittsburgh ;  but  the  plan  was  full  of  difficul- 
ties, and  failed. 

Last  year,  in  June  and  in  December,  at  prolonged  conferences 
between  Committees  of  the  respective  Boards,  three  different 
plans  were  discussed.  Consolidation,  lease,  and  a  permanent 
contract,  aiming  to  regulate  the  relations  of  the  parties  were  con- 
sidered. Nothing  but  the  latter  seemed  to  be  capable  of  being 
agreed  upon.  The  basis  of  such  a  contract  was  adopted,  but  the 
complexity  of  the  relations  to  be  regulated  through  future  years, 
and  the  difficulty  of  finding  adequate  legal  methods  of  enforcing, 
the  necessary  stipulations,  rendered  such  a  contract  less  secure 
and  reliable  than  either  of  the  other  plans. 

While  this  arrangement  was  being  perfected,  an  unexpected 
event  happened  which  changed  the  character  of  the  negotiation. 
In  January,  the  Pennsylvania  Railroad  Company  felt  compelled 
to  protect  its  connections  with  St.  Louis  and  other  western  points 
by  a  permanent  lease  of  the  Columbus,  Chicago  and  Indiana 
Central  Railway,  in  the  name  of  a  Company  a  majority  of  the 
stock  of  which  it  owns  and  under  its  own  guaranty. 

Both  parties  recognize  in  this  event  a  new  occasion  and  an  in- 
creased motive  to  renew  the  effort  to  place  their  relations  upon  a 
permanent!}^  harmonious  and  safe  foundation.  The  result  of  the 
conferences  between  the  Committees  of  the  respective  Boards 
was  an  agreement  on  the  general  basis  of  a  lease  :  and  the  last 
six  weeks  have  been  busily  employed  by  the  Committees  and 
officers  of  the  two  Companies,  with  two  concurrent  meetings  of 
the  respective  Boards,  in  perfecting  the  details  of  a  lease,  which 


216 

was  executed  by  the  Pennsylvania  Eailroad  Company  on  the 
seventh  day  of  the  present  month. 

During  these  years  of  negotiation,  the  idea  of  forming  an  in- 
dependent connection  from  Pittsburgh  to  the  East  has  been  fully 
considered,  and  an  excellent  route  examined.  That  measure 
would  have  involved  the  assumption  of  large  liabilities  at  the  out- 
set— the  construction  of  a  costly  link — a  conflict  with  this  power- 
ful corporation  before  our  line  could  be  ready  for  business — and 
the  creation  of  two  complete  lines  from  the  seaboard  to  the 
lakes ;  while  the  combination  of  the  present  lines  could  be  made 
to  furnish  the  best  possible  route,  and  their  capacity  to  accom- 
modate a  vast  increase  of  business,  and  at  less  rates  than  the 
new  lines  could  afford,  would  be  secured  at  a  comparatively  small 
outlay. 

In  the  meantime,  the  policy  of  the  Company  has  been  to' 
strengthen  itself  by  re-investing  its  surplus  earnings  in  the  im- 
provement of  its  line,  and  enlarging  its  capacity,  both  as  to  the 
amount  and  the  economy  of  its  business. 

And  now  that  terms  have  been  obtained  which  are  reasonably 
satisfactory  to  our  stockholders — which  enhance  the  security 
of  our  bondholders — and  which  are  permanent  and  reliable — we 
cannot  hesitate  to  accept  the  Pennsylvania  Railroad  Com- 
pany as  an  ally  instead  of  a  rival ;  and  although,  perhaps,  the 
income  of  our  stockholders  and  bondholders  might  be  deemed 
already  certain,  we  cannot  doubt  that  they  will  prefer,  instead  of 
rivalry  and  perhaps  conflict,  the  superadded  guaranty  of  a  wealthy 
corporation,  adding  to  our  annual  two  millions  over  interest,  its 
annual  four  millions  and  a  half  over   interest,  for  our  security. 

There  is  no  greater  error  than  the  narrow  and  selfish  idea  that 
one  party  necessarily  loses  what  another  party  gains.  On  the 
contrary,  the  true  basis  of  all  exchanges  is  that  they  are  mutually 
beneficial.  And  the  just  and  safe  foundation  for  all  contracts  like 
that  now  proposed  is  that  they  are  so  framed  as  to  promote  the 
permanent  interests  of  both  parties. 

We  believe  that  the  Pennsylvania  Railroad  Company  will 
not  only  assure  itself  without  cost  a  valuable  connection,  and 
the  resulting  profits  on  its  own  line,  for  which  sacrifices  are 
often  made— but  that  it  will  derive  a  liberal  profit  from  our 
line. 

Our  bondholders — of  the  first  and  second  classes  of  mortgages 
— whose  securities  already  range  higher  than  any  simillar  ones  in 


217 

our  market,  are  still  capable  of  being  benefitted.  Experience 
shows  that  bonds  of  the  first  class  in  pecuniary  and  legal  security 
participate  more  or  less  in  any  depreciation  which  affects  the 
stock  of  the  Company  by  which  they  are  issued,  whether  it  results 
from  uncertain  or  hazardous  undertakings,  or  from  corporate 
mismanagement  or  discredit.  And  experience  also  shows  that 
the  limit  has  scarcely  been  found  of  the  premium  which  some 
classes  of  investors  will  pay  for  enhanced  safety  in  their 
incomes. 

The  income  bonds  were  originally  subject  to  the  contingency 
of  a  failure  of  net  earnings  to  meet  the  interest  on  them.  The 
prosperity  of  the  Company — the  vast  outlay  which  has  been 
made  upon  its  line,  equal  to  about  half  its  present  cost,  as  rep- 
resented on  the  books — has  rendered  that  contingency  merely 
nominal.  But,  by  the  present  contract,  this  contingency  is  re- 
moved, and  the  right  to  receive  the  interest  on  these  bonds  from 
the  rental  becomes  absolute. 

The  stockholders  become  entitled  to  the  benefit  of  a  fund  ade- 
quate to  give  them  twelve  per  cent,  on  the  present  amount  of 
stock,  free  and  clear  of  all  taxes,  whether  Federal  or  State,  which 
are  collected  in  any  manner  through  the  corporation,  and  are 
guaranteed  perpetually  in  the  enjoyment  of  that  fund. 

In  this  connection  it  is  proper  to  advert  to  the  proposal  to  con- 
vert the  present  stock,  which  would  be  entitled  to  dividends  of 
twelve  per  cent.,  free  of  deductions  for  taxes,  into  a  new  stock, 
which  would  be  entitled  to  dividends  of  seven  per  cent.,  quar- 
terly, free  of  such  deductions. 

That  measure  is,  in  this  instance,  totally  clear  from  every 
question  of  personal  interest  or  public  policy,  except  whether  it 
will  be  advantageous  to  the  stockholders.  The  annual  sum,  re- 
ceivable in  quarterly  instalments,  is  the  same  in  either  case,  and 
the  security  to  which  that  annual  sum  furnishes  the  income  is 
perpetual. 

The  proposed  new  capitalization  has  no  element  in  common 
with  what  is  sometimes  called  the  watering  of  stocks.  It  in- 
volves none  of  the  expectation  of  equal  dividends  on  increased 
issues,  which  lends  attraction,  sometimes  illusory,  to  such  finan- 
cial expedients.  It  does  not  capitalize  temporary  prosperity, 
favorable  seasons  or  abundant  harvests,  or  speculative  anticipa- 
tions of  the  future,  or  the   sanguineness  of  human  hopes.     It 


218 

capitalizes  only  a  fixed  and  perpetual  money  income,  better  se- 
cured than  almost  any  First  Mortgage  Bond. 

The  State  of  Ohio  indicated  her  public  policy  in  providing 
for  an  annual  remuneration  to  the  investor  in  railroad  stocks  of 
ten  per  cent,  from  the  time  of  the  investment,  and  a  reasonable 
probability  of  the  continuance  of  that  income,  as  a  condition 
which  should  precede  and  regulate  her  exercise  of  the  power  to 
reduce  charges  in  favor  of  the  public. 

Measured  by  that  standard,  the  twenty  per  cent,  or  $2,300,000 
of  the  increased  capital  would  exceed  that  limit,  if  the  investors 
had  in  the  past  received  the  remuneration  contemplated,  and  61^ 
per  cent,  would  be  a  mere  change  of  the  form  of  the  security. 

But  in  fact  the  nominal  par  of  the  stock  is  far  below  the 
amount  of  actual  money  invested,  and  far  below  the  actual  cost 
to  the  proprietors. 

The  original  Company  which  owned  the  entire  line  was  formed 
by  a  consolidation  of  three  corporations,  which  took  effect  August 
1,  1856.  The  capital  issued  was  about  $6,250,000.  On  the 
reorganization  under  the  present  Company,  which  took  effect 
May  1, 1862,  the  authorized  capital  was  $6,500,000  ;  but  in  the  ad- 
justments, about  $250,000  was  saved  and  sold,  and  the  proceeds 
applied  to  construction. 

The  failure  of  the  original  Company  resulted  exclusively  from 
the  attempt  to  complete  the  line  by  temporary  loans,  and  the 
inability  to  continue  that  system  during  and  after  the  revulsion 
of  1857. 

In  January,  1860,  when  the  property  went  into  the  possession 
of  a  receiver,  at  the  instance  of  the  bondholders,  represented  in 
part  by  the  undersigned,  the  stock  had  been  the  three  and  a  half 
years  after  the  consolidation  without  dividend ;  and,  averaging 
the  investments  before  that  period,  it  probably  had  been  more 
than  five  years  without  dividend.  From  that  time  until  Jan- 
uary, 1864 — four  years  longer — no  dividend  was  paid  ;  the  first 
quarterly  dividend  of  2^  per  cent,  being  paid  for  the  quarter 
ending  March  31st,  1864,  under  the  new  arrangement  unanimous- 
ly agreed  to  by  the  bondholders  and  stockholders  in  their  con- 
vention of  that  year. 

During  that  four  years,  about  three  and  three  quarter  millions 
of  dollars  of  net  earnings  were  re-invested  in  improving  and 
equipping  the  line,  and  all  of  it  was  invested  economically  and 
productively.     In  all,  nearly  seven  millions  of  net  earnings  have 


219 

been  thus  re-invested,  without  counting  interest  thereon,  and 
without  adding  a  dollar  to  the  stock  or  bonds  of  the  Company ; 
and  detailed  statements  of  the  nature  of  the  investments  have 
been  annually  made ;  and  the  property  which  has  been  added 
remains  visibly  to  attest  the  wisdom  and  prudence  of  the  policy. 
The  agreement  for  re-organization  between  the  bondholders  and 
stockholders  was  made  in  view  of  the  railway  revulsion  of  1857 ; 
was  conceived  in  a  spirit  of  caution  and  sobriety  ;  all  classes  made 
their  contributions  to  place  the  property  upon  a  sound  and  dura- 
ble basis ;  the  bondholders  conceded  about  a  million  from  their 
legal  rights,  and  more  than  half  a  million  was  saved  by  the  pru- 
dent and  skillful  administration  of  the  trust  created  by  the  credi- 
tors after  the  creditors  were  paid.  These  results,  with  abstinence 
from  dividends,  and  surplus  earnings,  have  supplied  the  means 
whereby  seven  millions  in  cash  cost,  and  ten  or  twelve  millions 
in  present  value,  of  improvements,  have  been  added  to  the  prop- 
erty. The  real  estate  of  the  Company  at  Chicago,  Allegheny 
City  and  Pittsburgh,  is  represented  on  the  books  at  not  more 
than  from  one-third  to  one-half  its  original  cost,  not  more  than  a 
tenth  of  its  present  value.  The  five  millions  of  new  stock  issued 
since  1864  were  all  issued  for  cash  at  par,  except  $200,000  of 
concession  made  in  the  price  of  one  issue  of  a  million,  which  was 
allotted  jpro  rata  to  the  stockholders  during  a  period  of  depres- 
sion. 

If  stock  had  been  issued  for  the  money  which  has  been  in- 
vested but  not  represented,  and  for  dividends  thereon,  at  the  rate 
of  seven  per  cent.,  or,  if  stock  had  been  issued  for  dividends 
withheld,  the  present  amount  of  the  stock  would  have  been 
doubled.  If  ten  per  cent.,  instead  of  seven,  had  been  adopted 
as  the  proper  rate  of  remuneration,  and  stock  issued  accordingly, 
the  present  amount  of  the  stock  would  have  been  much  more 
than  doubled. 

The  conservative  policy  thus  far  followed  was  induced  by  a 
sense  of  the  ever-recurring  wants  incident  to  so  rapid  a  develop- 
ment of  the  business — which  has  quadrupled,  at  the  same  rate  of 
charges  and  on  the  same  line,  in  the  nine  years  of  the  present 
administration — by  a  belief  that  a  system  so  transcendently  suc- 
cessful had  not  completely  matured  its  proper  fruits  ;  by  a  desire 
to  strengthen  and  solidify  the  finances  of  the  Company,  so  as  to 
assure  the  maintenance  of  dividends  at  the  rate  begun  in  1864, 
and  to  enable  it  to  surmount  adverse  changes  possible  to  happen 


220 

in  the  general  business  of  the  country,  or  in  its  own  relation ; 
and  by  a  just  repugnance  to  begin  what  would  not  be  certain  to 
continue,  or  to  excite  expectations  in  the  public,  or  in  innocent 
investors,  which  might  not  be  fully  realized.  That  conservative 
policy  has  been  adhered  to  against  repeated  combinations  to 
obtain  control  of  the  Company  in  order  to  reverse  it  for  purposes 
of  temporary  speculation ;  and  it  would  probably  have  been  over- 
thrown but  for  the  last  vote  of  the  bondholders ;  and  might  per- 
haps have  at  last  succumbed. 

Now  that  the  Company  is  relieved  from  providing  for  the 
future  wants  of  the  business,  and  from  all  contingencies  affect- 
ing that  business,  these  motives  cease,  and  there  seems  to  be  no 
great  objection  to  the  stockholders  being  allowed  to  capitalize 
their  fixed  and  perpetual  money  income  in  such  manner  as  they 
please. 

A  seven  per  cent,  stock,  on  which  dividends  would  be  guar- 
anteed by  net  earnings  of  five  times  their  annual  amount,  may 
be  considered  a  more  certain  and  reliable  security  than  almost 
any  first  mortgage  bond  of  the  best  class,  while  it  has  many 
peculiar  advantages  for  the  investor. 

1.  It  is  perpetual,  which  is  a  valuable  quality,  if  we  assume 
that  the  rate  of  interest  has  a  tendency  to  fall  as  capital  increases 
and  population  becomes  dense. 

2.  It  is  safe  from  robbery,  theft,  loss,  or  destruction  by  fire. 
The  certificate  is  a  mere  evidence  of  the  rights  of  the  holder  of 
the  stock ;  and  no  casualty  to  it  would  impair  these  rights  or 
transfer  them  to  another  party.  Bonds  have  the  character 
which  the  law  merchant  has  by  a  special  and  exceptional  rule 
imparted  to  negotiable  paper.  Any  innocent  person  who  ob- 
tains a  railroad  bond  or  coupon  for  value  acquires  a  superior 
title  to  the  original  holder,  even  though  he  may  have  lost  posses- 
sion by  burglary,  theft,  or  accident.  In  the  frequency  of  such 
occurrences  of  late  years,  in  the  care  attending  the  custody  of 
such  a  delicate  kind  of  property,  in  the  inconveniences  and 
hazard  in  cases  where  the  owners  are  absent  for  long  periods,  or 
are  minors  or  incompetent  persons — the  superiority  of  this  form 
of  investment  is  very  important. 

3.  It  is  more  convenient  to  large  classes  of  investors  to  collect 
a  dividend  in  a  single  sum,  than  to  cut  off  and  present  numerous 
coupons. 

4.  It  is  more  productive  of  income.     Bonds  are  subject  to 


221 

the  deduction  of  five  per  cent,  of  the  United  States  income  tax, 
which  is  collected  through  the  Company  liable  to  pay  the  inter- 
est, and  made  by  law  the  agent  of  the  Government  to  collect  the 
income  tax.  They  are  liable  to  similar  taxes  which  may  be  im- 
posed by  the  States,  as  has  been  done  by  Pennsylvania.  All 
such  taxes,  and  all  others  which  are  collected  through  the  cor- 
poration owning  the  property,  or  the  corporation  leasing  it,  or 
by  virtue  of  jurisdiction  over  the  property  itself,  are  to  be  paid 
by  the  lessees.  In  another  respect  there  is  an  important  differ- 
ence. Bonds  are  usually  deemed  to  follow  the  person  of  the 
holder,  and  to  be  taxable  wherever  he  resides.  Stocks  are  mere 
representatives  of  interests  in  the  ownership  of  the  railway, 
which  consists  nearly  all  of  real  property  that  is  local  ;  and  thus 
far  the  States  have  respected  that  sound  distinction — have  taxed 
the  railway  as  real  estate  in  the  localities  where  it  exists,  and  the 
comparatively  inconsiderable  amount  of  personal  property  at  the 
principal  place  of  business  of  the  Company — and  have  abstained 
from  any  attempt  to  tax  interests  in  fixed  property  situate  in 
other  States,  subject  to  their  jurisdiction,  and  taxable  under  their 
laws.  The  State  Governments  would  be  wise  to  continue  the 
exercise  of  that  comity  towards  the  citizens  of  each  other,  so 
intermingled  in  their  business  relations;  for  the  attempt  to 
draw  within  the  taxing  power  of  one  State  interests  in  property 
purely  local  in  another  State,  would  be  likely  to  provoke  retalia- 
tion in  similar  cases,  and  perhaps  upon  those  identical  interests 
of  non-residents,  and  by  logical  necessity  upon  all  property, 
business  or  income  of  non-residents — which  would  be  discrimin- 
ating and  double  taxation  on  the  citizens  of  the  State  that  should 
provoke  such  a  confiict  of  jurisdiction. 

The  results  in  the  administration  of  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  of  a  liberal  policy  in  developing 
its  capacities  to  serve  the  public,  in  fostering  local  and  through 
business,  and  in  cheapening  transportation,  are  shown  by  the 
following  exhibit  of  its  freight  traflfic  in  each  of  the  last  ten 
years,  the  quantity  of  that  traffic,  and  the  rate  of  charges  at 
which  it  has  been  done : 


222 


Fort  Wayne,  Main  Line,  468  Miles. 

Year  ending 

December  31, 1859, 

"    1860, 

'*          "861 

Tons  Moved 
one  mile. 

Rev.  per  ton> 
per  mile. 

Cts. 

58,421,205 
78,423,319 
111,398,984 
125,046,905 
166,570,631 
174,621,870 
193,789,901 
233,274,794 
228,791,443 
307,443,978 

1.6 

1.7 

1.7 

1.9 

2. 

2.4 

2.5 

2. 

1.9 

"    1862,-.. 

"    1863,-... 

'*    1864, - 

"         "    1865 

"    1866, 

*'    1867, -- 

"          "    1868 

It  will  be  observed  that  during  the  inflation  incident  to  civil 
war  and  the  successive  emissions  of  paper  money,  the  charges 
were  advanced  much  less  than  the  general  increase  of  prices,  or 
the  cost  of  doing  the  same  quantity  of  business ;  and  that  those 
charges  are  now  reduced  to  the  rate  of  about  the  lowest  period 
after  the  railway  revulsion  of  1857  in  specie. 

The  ability  to  accomplish  these  results  is  due  to — 

1.  A  cautious  and  prudent  financial  policy,  combined  with  a 
policy  of  liberal  improvement,  under  which  nearly  $26,000  per 
mile  has  been  expended,  and  yet  the  capital  and  debt  kept  down 
to  about  $50,000  per  mile,  exclusive  of  sinking  funds  and  invest- 
ments independent  of  the  propert}^ 

2.  A  cultivation  of  the  natural  advantages  of  a  geographical 
situation  which  affords  peculiar  opportunities  for  freight  both 
ways ;  so  that  the  per  centage  of  empty  cars  hauled,  including 
all  between  local  stations,  has  been  as  follows  : 


In  1865. 

In  1866. 

In  1867. 

In  1868. 

26-lr 

22  ^ 

^"^  10 

22  ' 

10 

174o- 

223 

3.  A  concentration  of  a  large  traffic  on  the  line,  whereby  the 
expenses,  which  are  constant,  and  the  expenses  which  increase  in 
a  less  proportion  than  the  traffic,  are  distributed  over  a  larger 
business. 

The  extent  of  such  concentration  is  illustrated  by  a  compari- 
son with  some  of  the  greatest  and  most  prosperous  Companies  of 
the  country. 

The  mileage  of  passenger  and  freight  trains  for  the  year  end- 
ing December  31,  1868,  on  4t6S  miles,  was  5,123,324.  The  mile- 
age of  what  now  constitutes  the  Lake  Shore  and  Michigan  South- 
ern, by  their  reports  to  the  State  of  Ohio  for  the  year  ending 
June  30,  1868,  and  of  the  Buffalo  and  Erie,  by  its  report  to  the 
State  of  Pennsylvania  for  the  year  ending  November  30, 1868,  on 
540  miles,  between  Buffalo  and  Chicago,  and  on  324  miles  of 
branches,  was  5,131,924.  The  tons  of  freight  on  the  New  York 
Central,  moved  one  mile  for  the  year  ending  September  30, 1867, 
on  593f  miles,  was  362,180,600,  or  60,600  tons  for  each  mile  ; 
and  on  the  Fort  Wayne  last  year,  on  468  miles,  was  307,- 
443,978,  or  65,700  tons  for  each  mile. 

4.  Cheap  fuel,  and  the  very  favorable  grades  and  alignment 
of  most  of  the  line,  and  the  advantage  of  72  miles  less  dis- 
tance from  Pittsburgh  than  from  Buffalo  to  Chicago,  with  no 
greater  distance  from  New  York  to  Pittsburgh  by  Philadelphia, 
and  twelve  miles  less  by  Allentown,  than  from  New  York  to 
Buffalo. 

These  have  been  the  principal  causes ;  but  we  do  not  believe 
that  inventions  or  improvements  to  cheapen  the  interchanges  be- 
tween the  producer  and  consumer,  which  increase  the  productive- 
ness of  human  labor,  ai-e  exhausted.  Skillful  administration, 
which  is  learned  by  experience,  slower  trains  for  freight,  with 
regulated  motion,  and  a  larger  proportion  of  load  to  the  dead 
weight,  better  materials  for  rails,  and  more  durable  ties,  are  some 
of  the  changes  which  we  may  expect.  With  the  growth  of  trans- 
portation by  rail,  from  the  lake  centres  to  the  seaboard,  comes  a 
tendency  to  longer  lines  under  a  united  management ;  which,  so 
long  as  it  does  not  involve  competing  lines,  or  extend  beyond  the 
natural  centres  where  the  competing  lines  converge,  the  public 
have  no  occasion  to  fear. 

It  is  for  the  public  and  the  investors  to  recognize  each  other's 
rights,  even  where  they  are  of  so  subtle  a  nature  as  to  be  within 
no  law  or  contract.     The  interest  of  the  public  is  that  capital  in 


224 

such  useful  enterprises  be  safe  enough  to  encourage  its  free 
investment  in  them,  and  at  moderate  rates  of  profit.  The 
interest  of  the  investor  is  to  remember  that  these  works  are 
not  exclusively  for  private  gain,  but  involve  some  element  of 
public  character  and  public  trust ;  and  that  the  benefits  of  all 
inventions  and  improvements,  and  of  successful  enterprise 
and  skill  applied  to  them,  are  to  be  cheerfully  divided  vrith  the 
public. 

The  present  management,  undertaken  originally  mainly  by 
the  representatives  of  the  creditors,  and  conducted  under  the 
able  and  experienced  President  of  the  Company,  and  his 
principal  assistants,  for  nine  and  a  half  years,  in  closing  their 
participation  in  the  active  administration  of  the  property, 
will  practically  complete  a  trust  which  has  been  laborious,  and 
from  which  they  are  happy  to  retire,  with  secured  prosperity 
to  the  bondholders  and  stockholders ;  and  they  have  deemed 
it  proper  to  submit  this  exposition  of  the  motives  which  induced 
the  measures  they  recommend  as  beneficial  to  all  parties  in 
interest. 

SAMUEL  J.  TILDEN, 

Trustee, 


225 


LK  A  SE 

OF 

THE  PITTSBURGH,  FORT  WAYNE  AND  CHICAGO 
R  A  I  L^W  A  Y 

TO  THE 

PENNSYLVANIA  RAILROAD  COMPANY. 


This  Indenture,  made  the  seventh  day  of  June,  in  the  year  one 
thousand  eight  hundred  and  sixty-nine,  between  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  Company,  duly  formed  and 
organized  under  the  laws  of  the  States  of  Pennsylvania,  Ohio,  In- 
diana and  Illinois,  party  of  the  first  part,  and  the  Pennsylyania 
Railroad  Company,  duly  formed  and  organized  under  the  laws  of 
the  State  of  Pennsylvania,  party  of  the  second  part: 

Whereas,  The  said  party  of  the  first  part  owns  and  operates  a 
certain  railroad  or  railway,  commonly  known  as  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway,  which  extends  from  the  City 
of  Pittsburgh,  in  the  State  of  Pennsylvania,  by  the  way  of  Crest- 
line, in  the  State  of  Ohio,  and  Fort  Wayne  in  the  State  of  Indiana, 
to  the  City  of  Chicago,  in  the  State  of  Illinois,  and  also  a  certain 
other  railroad  or  railway  which  extends  from  Hudson  to  Millers- 
burgh  in  the  State  of  Ohio,  and  which  intersects  and  connects 
with  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  at 
or  near  Orville,  in  the  said  last  mentioned  State : 

And  whereas,  The  said  party  of  the  second  part  owns  and 
operates  a  certain  railroad,  commonly  known  as  the  Pennsylvania 
Railroad,  which  connects  with  the  said  Pittsburgh,  Fort  Wayne 


226 

and  Chicago  Kailway  in  the  City  of  Pittsburgh  aforesaid,  and 
extends,  by  the  way  of  Harrisburgh,  to  the  City  of  Philadelphia, 
in  the  said  State  of  Pennsylvania : 

And  whereas,  The  said  Pennsylvania  Railroad,  and  the  said 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway,  united,  constitute 
a  continuous  line  of  railroad  or  railway,  extending  from  the  City 
of  Philadelphia  aforesaid  to  the  City  of  Chicago  aforesaid  ;  and 
the  parties  hereto  deem  it  to  be  for  their  common  interest,  and  to 
the  advantage  and  benefit  of  each  of  them,  that  the  said  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  should  be  leased  and 
operated  by  the  said  Peimsylvania  Railroad  Company,  for  the 
annual  rental  hereinafter  reserved,  and  upon  and  subject  to  all 
and  singular  the  terms,  agreements,  and  conditions  hereinafter 
mentioned  and  set  forth  : 

Now,    THEREFORE,    THIS     INDENTURE    WITNESSETH,    That  the  Said 

party  of  the  first  part,  for  and  in  consideration  of  the  rents,  cove- 
nants and  agreements  hereinafter  mentioned,  reserved  and  con- 
tained, on  the  part  and  behalf  of  the  said  party  of  the  second  part, 
to  be  paid,  kept  and  performed,  hath  granted,  demised  and  leased, 
and  by  these  presents  doth  grant,  demise  and  lease  unto  the  said 
party  of  the  second  part.  All  and  singular,  the  railroad  or  rail- 
way now  owned  and  operated  by  the  said  party  of  the  first  part,  and 
commonly  known  as  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway,  which  extends  from  the  point  of  connection  with  the 
said  Pennsylvania  Railroad,  in  the  city  of  Pittsburgh,  in  the 
County  of  Allegheny  and  State  of  Pennsylvania,  by  the  way  of 
Crestline,  in  the  State  of  Ohio,  and  Fort  Wayne,  in  the  State  of 
Indiana,  into  the  City  of  Chicago,  in  the  County  of  Cook  and 
State  of  Illinois,  being  a  distance  of  four  hundred  and  sixty-eight 
{4:Q8)  miles,  more  or  less ;  a7id  also,  all  and  singular,  the  certain 
other  railroad  or  railway  sometimes  called  the  Cleveland,  Zanes- 
ville  and  Cincinnati  Railway,  and  sometimes  designated  as  the 
Akron  Branch  of  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway,  which  is  situate  in  the  State  of  Ohio,  and  extends  from 
Hudson,  in  Summit  County,  to  Millersburgh,  in  Holmes  County, 
in  said  last  mentioned  State,  being  a  distance  of  sixty-one  (61) 
miles,  more  or  less,  and  runs  from  thence  to  the  coal  fields  lying 
south  thereof,  in  the  same  county,  being  a  further  distance  of 
three  and  one  half  miles,  more  or  less,  and  which  said  Akron 
Branch,  so  called,  intersects  the  said  Pittsburgh,  Fort  Wayne 


227 

and  Chicago  Railway,  and  connects  therewith,  at  or  near  Orville, 
in  Wayne  County,  in  the  said  State  of  Ohio ;  inchiding  in  the 
premises  hereby  demised,  all  the  railways,  ways,  and  rights  of 
way,  and  all  the  depot  grounds,  and  other  lands,  and  all  the  tracks, 
bridges,  viaducts,  culverts,  fences,  and  other  structures,  and  all 
the  depots,  station  houses,  engine  houses,  car  houses,  freight 
houses,  wood  houses,  and  other  buildings,  and  all  the  machine 
shops,  and  other  shops,  appertaining  to  said  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway,  and  the  said  Akron  Branch,  or  to 
either  thereof,  and  now  owned  by  the  said  party  of  the  first  part, 
and  including,  also,  all  locomotives,  tenders,  passenger,  baggage, 
freight,  and  other  cars,  and  all  other  rolling  stock  and  equipment 
belonging  to  the  said  party  of  the  first  part,  and  all  rights,  privi- 
leges and  franchises  connected  with  or  relating  to  the  said  de- 
mised railways,  or  either  thereof,  or  to  the  construction,  main- 
tenance, use  or  operation  of  the  same ;  provided  always^  however, 
that  nothing  herein  contained  shall  operate  to  grant  or  demise,  or 
be  construed  to  include  the  franchises  to  be  a  corporation  hereto- 
fore granted  to  the  said  party  of  the  first  part,  or  the  corporators 
thereof,  by  the  States  of  Pennsylvania,  Ohio,  Indiana  and 
Illinois,  respectively,  or  any  other  right,  privilege  or  franchise 
which  is  or  may  be  necessary  to  preserve  the  corporate  existence 
or  organization  of  the  party  of  the  first  part,  under  its  several 
charters  ;  and  all  the  said  franchises  to  be  a  corporation,  and  also 
all  the  rights,  privileges  and  franchises  last  aforesaid  are  hereby 
expressly  reserved  and  excepted  from  these  presents : 

To  have  and  to  hold  the  said  railways  and  premises,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  its  succes- 
sors and  assigns,  from  the  first  day  of  July,  in  the  year  one  thou- 
sand eight  hundred  and  sixty-nine,  for  and  during  and  until  the 
full  end  and  term  of  nine  hundred  and  ninety-nine  (999)  years 
then  next  ensuing,  and  fully  to  be  complete  and  ended ;  the  said 
party  of  the  second  part,  its  successors  and  assigns,  yielding  and 
paying  therefor  unto  the  said  party  of  the  first  part,  its  succes- 
sors or  assigns,  yearly,  and  every  year  during  the  said  term  hereby 
granted,  the  yearly  rent  hereinafter  specified,  and  keeping  and 
performing  all  and  singular  the  covenants  and  agreements  here- 
inafter set  forth,  to  be  by  the  said  party  of  the  second  part  kept 
and  performed ;  it  being  understood  and  provided,  however,  that 
in  respect  to  a  portion  of  the  said  Pittsburgh,  Fort  Wayne  and 


228 

Chicago  Railway,  situate  within  the  City  of  Chicago,  to  wit,  that 
portion  thereof  commencing  at  the  passenger  station  on  Canal 
street,  in  said  city,  and  running  thence  to  the  junction  of  said 
demised  railway  with  the  Joilet  and  Chicago  Railroad,  at  a  point 
at  or  near  the  south  end  of  the  bridge  across  the  south  branch  of 
the  Chicago  River,  in  said  city,  and  also  in  respect  to  a  portion 
of  the  said  passenger  depot  on  Canal  street,  these  presents  are 
subject  to  such  joint  use,  right,  title  and  interest  as  the  said  party 
of  the  first  part  may  have  heretofore  granted  to  the  Joilet  and 
Chicago  Railroad  Company,  by  a  deed  executed  to  that  com- 
pany, which  is  duly  recorded  in  the  office  of  the  Register  of 
Cook  County,  Illinois,  and  which  reference  is,  for  greater  cer- 
tainty, hereby  made ;  and  also  that  the  railroad  aforesaid,  desig- 
nated as  the  Akron  Branch,  is  subject  to  the  lien  of  a  certain 
deed  of  trust  or  mortgage,  bearing  date  on  the  first  day  of  July, 
18G5,  duly  executed  and  delivered  b}^  George  W.  Cass  and  wife, 
and  John  J.  Marvin  and  wife,  to  Frederick  A.  Lane,  trustee,  to 
secure  the  payment  of  certain  bonds  issued  by  the  said  Cass 
and  Marvin  to  the  said  trustee,  on  account  of  the  purchase 
money  of  the  said  railroad,  to  the  aggregate  amount  of  two 
hundred  thousand  dollars,  one  hundred  and  forty  thousand 
dollars  of  which  bonds  remain  outstanding  ;  and  the  said 
party  of  the  second  part  hereby  assumes  the  payment  of,  and 
promises  and  agrees  to  pay  the  principal  and  interest  of  said 
bonds,  as  the  same  shall  become  due,  without  deduction  from  the 
rent  herein  reserved,  and  to  apply  the  net  earnings  of  the  said 
Akron  Branch,  in  conformity  with  the  agreement  heretofore 
made  by  the  said  party  of  the  first  part,  to  the  redemption  of  the 
said  bonds,  until  the  said  bonds  shall  be  fully  paid. 

Article  First. — The  annual  rent  hereby  reserved  shall  be 
and  consist  of  the  sums  iu  this  article  specified,  and  the  same 
shall  be  paid  in  lawful  money  of  the  United  States  of  America, 
by  the  party  of  the  second  part  to  the  party  of  the  first  part,  at 
the  times  and  places  and  in  the  manner  following : 

First. — One  million  three  hundred  and  eighty  thousand 
dollars  shall  be  paid  in  each  and  every  year  during  the  term 
aforesaid,  in  quarter-yearly  instalments,  that  is  to  say :  three 
hundred  and  forty -five  thousand  dollars  on  the  first  day  of  April, 
for  and  in  respect  to  the  quarter  ending  on  the  31st  day  of 


229 

March  preceding ;  three  hundred  and  forty-five  thousand  dollars 
on  the  first  day  of  July,  for  and  in  respect  to  the  quarter  ending 
on  the  thirtieth  day  of  June  preceding;  three  hundred  and 
forty-five  thousand  dollars  on  the  first  day  of  October,  for  and  in 
respect  to  the  quarter  ending  on  the  thirtieth  day  of  September 
preceding ;  and  three  hundred  and  forty-five  thousand  dollars 
on  the  first  day  of  January  in  the  next  following  year,  for  and 
in  respect  to  the  quarter  ending  on  the  31st  day  of  December 
preceding.  The  said  several  instalments  shall  be  paid  at  the 
ofiice  or  agency,  for  the  time  being,  of  the  party  of  the  first  part, 
in  the  City  of  New  York,  except  in  any  case  in  which  the  party 
of  the  first  part  shall  have  designated,  in  writing,  a  different 
place  within  either  of  the  States  in  which  some  part  of  the  said 
railway  is  situate,  for  the  payment  of  any  instalment ;  in  which 
case  the  payment  of  such  instalment  shall  be  made  at  the  place 
so  designated.  Such  sum  of  one  million  and  three  hundred  and 
eighty  thousand  dollars  shall  be  exclusive  of  all  taxes  which  are 
now  or  may  be  at  any  time  hereafter  imposed  by  the  Govern- 
ment of  the  United  States,  or  by  or  under  the  authority  of  the 
Government  or  laws  of  any  of  the  States  of  Pennsylvania,  Ohio, 
Indiana  or  Illinois,  upon  the  stockholders  of  the  party  of  the 
first  part,  or  any  of  them,  in  respect  to  any  capital  stock  in,  or 
any  dividends  upon,  or  any  income  derived  from  capital  stock  in 
the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, or  upon  such  capital  stock,  or  any  income  derivable  there- 
from, so  far  as  such  taxes  shall  be  payable  or  collectable  through 
the  party  of  the  first  part,  or  the  party  of  the  second  part,  or  any 
ofiicer  or  agent  thereof,  or  shall  be  in  any  lawful  manner  required 
to  be  collected  or  paid  through  either  of  the  said  parties,  or  any 
officer  or  agent  thereof,  before  the  actual  receipt  of  such'  divi- 
dends by  such  stockholders ;  it  being  the  true  intent  and  mean- 
ing of  these  presents  that  the  said  sum  of  one  million  three  hun- 
dred and  eighty-three  thousand  dollars  shall  at  all  times  here- 
after be  and  remain  applicable  by  the  party  of  the  first  part  as  a 
dividend  fund  for  the  stockholders  of  the  said  party  of  the  first 
part,  without  any  deduction  or  abatement  on  account  of  any 
such  tax,  and  that  every  such  tax  shall  be  paid  by  the  party  of 
the  first  part  in  addition  thereto. 

Secondly. — In  addition  to  the  aforesaid  sum   of  one  million 
three  hundred  and  eighty  thousand  dollars  a  further  sum  shall 


230 

be  paid  by  the  party  of  the  second  part  to  the  party  of  the  first 
part,  in  each  and  every  year,  which  shall  be  sufficient  to  provide 
for  and  pay  all  instalments  of  interest  and  all  instalments  of 
sinking  fund,  which  may  become  payable  during  such  year,  by 
the  party  of  the  first  part,  upon  bonds  issued  or  assumed  by  the 
said  party,  to  wit : 

1.  A  sum  equal  to  the  annual  interest  on  the  bonds  of  the 
party  of  the  first  part,  secured  by  a  first  deed  of  trust  or  mort- 
gage, to  John  Ferguson  and  Samuel  J.  Tilden,  bearing  date  on 
the  first  day  of  March,  1862,  and  amounting  in  the  aggregate  to 
five  millions  and  two  hundred  and  fifty  thousand  dollars ;  and 
on  bonds  of  the  party  of  the  first  part,  secured  by  a  second  deed 
of  trust  or  mortgage,  to  John  Ferguson  and  Samuel  J.  Tilden, 
bearing  the  same  date,  and  amounting  in  the  aggregate  to  five 
millions  one  hundred  and  sixty  thousand  dollars,  and  to  the  in- 
stalments payable  during  each  rear  to  the  sinking  funds  for  the 
redemption  of  the  said  two  series  of  bonds  ;  that  is  to  say,  the 
sum  of  eight  hundred  and  thirty-two  thousand  and  eight  hund- 
red dollars  shall  be  paid  in  each  and  every  year  during  the  term 
aforesaid,  until  the  said  bonds  shall  be  fully  discharged  and  paid 
by  the  operation  of  the  said  sinking  funds.  Such  sum  shall  be 
paid  in  monthly  instalments  of  one  equal  twelfth  part  thereof, 
being  the  amount  of  sixty-nine  thousand  and  four  hundred  dol- 
lars, to  the  party  of  the  first  part,  at  the  office  or  agency  of  the 
party  of  the  first  part  within  the  City  of  New  York,  designated 
for  the  time  being  the  payment  of  interest  accruing  upon  the 
said  bonds ;  and  each  such  instalment  of  sixty-nine  thousand  and 
four  hundred  dollars  shall  be  paid  on  or  before  the  twenty-fifth 
day  of  each  month  in  every  such  year. 

2.  A  further  sum  equal  to  the  annual  interest  on  the  bonds  of 
the  party  of  the  first  part,  designated  as  Income  Bonds,  secured 
by  a  third  deed  of  trust  or  mortgage  to  John  Fei-guson  and  Sam- 
uel J.  Tilden,  bearing  the  same  date,  and  amounting  in  the  ag- 
gregate to  two  million  of  dollars ;  that  is  to  say,  the  sum  of  one 
hundred  and  forty  thousand  dollars  shall  be  paid  in  each  and 
every  year  of  the  aforesaid  term,  unless  and  until  the  principal 
of  the  said  bonds  shall  have  been  fully  paid  by  the  party  of  the 
second  part.  Such  payment  shall  be  made  to  the  party  of  the 
first  part  at  the  office  or  agency  last  aforesaid,  in  two  semi-an- 
nual instalments  of  seventy-two  thousand  dollars  each,  payable 


on  or  before  the  twenty-eighth  day  of  March  and  twenty-eighth 
day  of  September  in  each  and  every  year. 

3.  A  further  sum,  equal  to  the  interest  and  sinking  fund  on 
certain  bonds  of  the  Ohio  and  Pennsylvania  Railroad  Company, 
commonly  known  as  the  Bridge  Bonds  thereof,  and  amounting 
in  the  aggregate  to  about  one  hundred  and  fifty-three  thousand 
and  one  hundred  dollars,  which  are  payable  on  the  first  day  of 
May,  1876,  and  bear  interest  at  the  rate  of  seven  per  centum  per 
annum,  payable  on  the  first  days  of  May  and  November  in  each 
year,  and  the  payment  of  which  has  been  assumed  by  the  party 
of  the  first  part,  and  is  secured  by  a  certain  deed  of  trust  or 
mortgage,  bearing  date  on  the  sixth  day  of  May,  1856,  made  by 
the  said  Ohio  and  Pennsylvania  Railroad  Company  to  Thomas 
T.  Firth  and  Reuben  Miller,  Jr.,  and  whatever  additional  sum 
the  party  of  the  first  part  may  be  bound  to  pay  thereon,  as  a  tax, 
to  the  State  of  Pennsylvania,  accruing  after  the  first  day  of  July, 
1869,  which  said  sum,  equal  to  the  interest  and  sinking  fund  on 
said  Bridge  Bonds,  shall  be  paid  to  the  said  party  of  the  first 
part,  by  the  payment  to  the  trustees,  for  the  time  being,  under 
said  last  mentioned  deed  of  trust  or  mortgage,  of  the  sum  of  two 
thousand  dollars  per  month,  to  be  paid  to  such  trustees  on  the 
first  day  of  each  and  every  month  until  the  said  Bridge  Bonds 
shall  be  fully  paid  and  satisfied,  as  provided  in  the  said  deed  of 
trust  or  mortgage. 

4.  A  further  sum,  equal  to  the  interest  on  certain  bonds  of 
the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company, 
known  as  Ccmstruction  Bonds,  which  bear  date  on  the  first  day  of 
January,  1857,  amounting  in  the  aggregate  to  one  hundred  thou- 
sand dollars,  are  payable  in  thirty  years  from  date,  and  bear  in- 
terest at  the  rate  of  seven  per  centum  per  annum,  payable  semi- 
annually on  the  first  days  of  January  and  July  of  each  year, 
which  said  bonds  were  delivered  in  payment  for  certain  depot 
grounds  in  the  City  of  Pittsburgh,  and  the  payment  whereof  has 
been  assumed  by  the  said  party  of  the  first  part,  and  is  secured 
by  a  certain  deed  of  trust  or  mortgage  on  said  depot  grounds, 
made  to  Samuel  Haight  and  wife;  that  is  to  say,  the  sum  of  seven 
thousand  dollars  shall  be  paid  by  the  party  of  the  second  part,  in 
each  year,  to  the  party  of  the  first  part,  at  its  office  or  agency  in 
the  City  of  New  York,  in  instalments  of  three  thousand  and  five 
hundred   dollars   each,  payable   semi-annually   on  the   twenty- 


232 

eighth  day  of  Jane  and  the  twenty-eighth  day  of  December  in 
each  year,  for  the  purpose  of  paying  to  the  holders,  for  the  time 
being,  of  the  said  last  mentioned  bonds  the  interest  thereon,  as 
they  shall  semi-annually  become  due,  until  the  principal  of  the 
said  bonds  shall  be  fully  paid  by  the  said  party  of  the  second 
part. 

5.  A  further  sum,  equal  to  the  interest  on  certain  bonds  of 
the  party  of  the  first  part,  designated  as  Equipment  Bonds, 
which  bear  date  the  first  day  of  March,  1869,  and  amount  in  the 
aggregate  to  one  million  of  dollars ;  that  is  to  say,  eighty  thou- 
sand dollars,  and  the  income  tax  of  the  Government  of  the 
United  States  thereon  shall  be  paid  in  each  and  every  year  of 
the  said  term  until  the  principal  of  the  said  bonds  shall  be  fully 
paid  by  the  party  of  the  second  part ;  which  sum  of  eighty  thou- 
sand dollars  and  the  aforesaid  tax  thereon,  shall  be  paid  to  the 
party  of  the  second  part,  at  the  office  or  agency  last  aforesaid,  in 
semi-annual  instalments  of  forty  thousand  dollars  each,  and  the 
aforesaid  tax  thereon,  on  or  before  the  twenty-eighth  day  of  Feb- 
ruary and  August  in  each  and  every  year. 

Provided^  however^  and  it  is  hereby  agreed,  in  respect  to  the 
several  instalments  of  interest  and  sinking  fund  by  this  article 
made  payable  at  the  office  or  agency  of  the  part}'^  of  the  first  part 
in  the  City  of  New  York,  that  if  the  party  of  the  first  part  shall 
give  to  the  party  of  the  second  part  reasonable  notice,  in  writing, 
for  the  payment  of  any  such  instalment  at  a  place  within  either 
of  the  States  within  which  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway,  or  any  part  thereof,  is  situate,  such  instalment 
shall  be  paid  at  that  place. 

And  the  said  party  of  the  first  part  hereby  promises  and 
agrees,  that  if  the  several  sums  of  money  herein  provided  to  be 
paid,  on  account  of  interest  and  sinking  fund  on  said  bonds, 
shall  be  paid  to  the  said  party  of  the  first  part  as  herein  agreed, 
the  same  shall  be  applied  to  the  payment  of  said  interest  and 
sinking  fund,  and  due  evidence  of  such  payments  and  application 
be  furnished  to  the  said  party  of  the  second  part  when  required  ; 
and  that  if  the  said  party  of  the  first  part,  receiving  the  several 
sums  of  money  aforesaid,  shall  in  any  year  fail  to  apply  the  same 
in  payment  of  such  interest  and  sinking  fund,  the  interest  or 
sinking  fund  so  remaining  unpaid  may  be  paid  to  the  said  party 
of  the  second  part  directly  to  the  parties  to  whom  the  same  may 


233 

be  dae  from  the  said  party  of  the  first  part,  and  the  amount 
thereof  charged  to  the  said  party  of  the  first  part  on  account  of 
the  rent  herein  reserved. 

Article  Second. — The  party  of  the  first  part  hereby  agrees, 
in  respect  to  the  aforesaid  issue  of  Income  or  Third  Mortgage 
Bonds,  which  are  payable  at  the  pleasure  of  the  party  of  the  first 
part,  after  the  first  day  of  July.  1912,  that  the  party  of  the  first 
part  shall  and  will  exercise  such  option  as  it  lawfully  may  by 
virtue  of  the  agreements  expressed  in  the  said  bonds  and  the 
deed  of  trust  whereby  they  are  secured,  at  such  time  or  times 
and  in  su(;h  manner  as  the  party  of  the  first  part  may  be  in  writ- 
ing requested  by  the  party  of  the  second  part ;  provided,  how- 
ever, that  in  case  the  party  of  the  second  part  shall  request  such 
option  to  be  exercised  in  any  manner  which  shall  involve  the 
calling  in  for  payment,  or  the  paying  of  any  of  the  said  Income 
Bonds,  the  said  party  of  the  second  part  shall,  at  the  time  of 
making  such  request,  furnish  to  the  party  of  the  first  part  the 
money  for  such  payment ;  and  the  party  of  the  first  part  further 
agrees,  that  it  will  not,  at  any  time  during  the  term  aforesaid, 
exercise  the  aforesaid  option  to  call  in  the  said  Income  Bonds  for 
payment,  except  upon  the  request  in  writing  of  the  party  of  the 
second  part. 

And  the  party  of  the  first  part  hereby  promises  and  agrees  to 
and  with  the  party  of  the  second  part,  that  the  said  party  of  the 
first  part  shall  and  will,  upon  the  request  in  writing  of  the  said 
party  of  the  second  part,  consent  and  agree  to  the  extension,  for 
such  period  as  shall  be  specified  in  said  request,  of  the  time  of 
payment  of  the  principal  of  said  Equipment  Bonds,  or  shall,  on 
the  like  request,  issue,  in  substitution  for  said  Equipment  Bonds, 
other  bonds  to  an  amount  not  exceeding  the  aggregate  amount  of 
the  said  Equipment  Bonds  then  outstanding,  which  other  bonds 
shall  bear  not  exceeding  the  same  rate  of  interest  as  the  said 
Equipment  Bonds  now  bear,  and  shall  be  payable  at  such  time, 
after  the  maturity  of  the  said  Equipment  Bonds,  as  shall  be 
specified  in  such  request  for  the  issne  thereof;  and  that  the  said 
party  of  the  first  part  shall  and  will  execute,  at  the  cost  and  ex- 
pense of  the  party  of  the  second  part,  such  instruments,  and  do 
such  other  acts  as  may  be  necessary  and  proper  for  the  purpose 
of  such  extension  or  substitution  of  bonds ;  provided,  that  the 
party  of  the  second  part  shall  continue  to  pay,  and  the  said  party 


234 

of  the  second  part  hereby  agrees  to  continue  to  pay  the  said  party 
of  the  first  part,  as  a  portion  of  the  rent  reserved  under  this 
lease,  the  annual  interest  on  any  and  all  bonds  which  shall  be  is- 
sued in  substitution  for  said  Equipment  Bonds  as  aforesaid,  in 
the  same  manner  as  hereinbefore  agreed  in  respect  to  said  Equip- 
ment Bonds. 

And  it  is  further  agreed,  that  the  party  of  the  second  part 
shall  bear  the  expenses  and  be  entitled  to  the  savings,  if  any,  re- 
sulting from  any  such  extension  or  substitution  of  said  bonds  ; 
and  the  said  party  of  the  second  part  hereby  agrees  to  provide 
for  the  payment  of,  and  to  pay  the  said  Equipment  Bonds  at  the 
maturity  thereof,  if  the  same  shall  not  be  extended  or  substituted 
as  aforesaid,  or  in  case  of  an  extension  of  the  time  of  payment  of 
said  bonds,  or  the  issue  of  other  bonds  in  substitution  therefor,  to 
provide  for  the  payment  of,  and  to  pay  the  bonds  so  extended  or 
substituted  at  the  maturity  thereof,  and  also  to  provide  for  and 
pay  the  principal  of  the  aforesaid  Construction  Bonds  of  the  said 
Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  Company,  to  the 
amount  of  one  hundred  thousand  dollars,  which  have  been  as- 
sumed by  the  party  of  the  first  part.  And  the  party  of  the  second 
part  further  agrees,  that  it  shall  and  will,  at  any  and  all  times 
hereafter,  indemnify  and  save  harmless  the  party  of  the  first 
part,  of,  from  and  against  any  payment,  cost  or  liability  whatso- 
ever, in  respect  to  the  same,  or  in  respect  to  the  said  Equipment 
Bonds,  as  well  as  in  respect  to  the  principal  of  the  said  Income  or 
Third  Mortgage  Bonds. 

Article  Third. — It  being  provided  herein,  that  the  term 
hereby  granted  shall  begin  on  the  first  day  of  July,  in  the  year 
one  thousand  eight  hundred  and  sixty-nine,  it  is  hereby  agreed 
and  declared  that  the  rental  provided  to  be  paid  by  Article  First 
of  these  presents  shall  commence  to  run  on  that  day,  and  shall  be 
payable  for  the  first  six  months,  beginning  with  the  said  first  day  of 
July,  and  ending  with  the  thirty -first  day  of  next  December  there- 
after, in  the  same  instalments,  at  the  same  times  and  places,  and 
in  the  same  manner  as  such  rental  would  be  payable  for  the  cor- 
responding last  six  months  of  the  next  succeeding  year  under  the 
provisions  of  this  instrument,  except  as  to  the  interest  payment 
on  the  twenty-eight  days  of  August  and  September,  that  is  to 
say :  the  first  quarterly  instalment  of  the  annual  sum  required 
by  the  first  subdivision  of  Article  First  of  these  presents,  being 


235 

three  hundred  and  forty-five  thousand  dollars,  shall  be  paid  on 
the  first  day  of  October,  1869,  in  conformity  to  the  provisions  of 
the  said  subdivision,  and  the  second  quarterly  instalment  of  the 
said  annual  sum,  being  of  the  same  amount,  shall  be  paid  on  the 
first  day  of  January,  1870,  in  like  conformity  to  the  said  provi- 
sions ;  and  the  several  payments,  specified  in  the  second  subdivi- 
sion of  Article  First  of  these  presents,  to  be  made  for  the  purpose 
of  providing  for  the  instalments  of  interest  and  sinking  funds  on 
the  bonds  mentioned  therein,  shall  be  paid  as  follows : 

1.  Sixty-nine  thousand  and  four  hundred  dollars  on  the 
twenty -eighth  day  of  each  of  the  months  of  July,  August,  Sep- 
tember, October,  November  and  December. 

2.  Thirty-five  thousand  dollars  on  the  twenty-eighth  day  of 
September. 

3.  Two  thousand  dollars  in  each  month,  according  to  the  re- 
quirements of  the  deed  of  trust  or  mortgage  to  Thomas  T.  Firth 
and  Reuben  Miller,  Jr.,  hereinbefore  mentioned. 

4.  Three  thousand  and  five  hundred  dollars  on  the  twenty- 
eighth  day  of  December. 

5.  Thirteen  thousand  three  hundred  and  thirty-three  3% 
dollars,  and  the  Grovernment  tax  thereon,  on  the  twenty-eighth 
day  of  August. 

Article  Fourth. — The  party  of  the  second  part,  for  itself, 
its  successors  and  assigns,  hereby  covenants,  promises  and  agrees 
to  and  with  the  party  of  the  first  part,  its  successors  and  assigns, 
in  consideration  of  the  execution  to  it  of  this  lease,  that  the  said 
party  of  the  second  part,  its  successors  and  assigns,  shall  and 
will  yearly,  and  in  each  and  every  year  of  and  during  the  term 
aforesaid,  well  and  truly  pay,  or  cause  to  be  paid,  unto  the  said 
party  of  the  first  part,  its  successors  or  assigns,  the  yearly  rent 
hereinbefore  reserved,  to  wit,  the  several  sums  provided  by 
Article  First  of  these  presents,  to  be  paid  by  the  said  party  of  the 
second  part  to  or  on  account  of  the  said  party  of  the  first  part, 
in  the  instalments,  at  the  times,  and  in  the  manner  in  the  said 
Article  mentioned. 

Article  Fifth. — The  party  of  the  second  part  shall  and  will, 
at  its  own  proper  cost  and  expense,  and  without  deduction  from  the 


236 

rent  aforesaid,  operate  and  run  the  said  demised  railways  at  all 
times  during  the  said  term,  in  the  same  manner  as  the  said  party 
of  the  first  part,  as  the  owner  thereof  or  otherwise,  is  now  or 
shall  or  may  at  any  time  hereafter  be  required  by  law  to  do ; 
and  the  said  party  of  the  second  part  shall  and  will,  at  its  own 
proper  cost  and  expense,  and  without  deduction  from  the  rent 
aforesaid,  at  all  times  during  the  said  term,  maintain,  preserve 
and  keep  the  railways  and  premises  hereby  demked,  and  every 
part  of  the  same,  in  thorough  repair,  working  order  and  condi- 
tion, and  supplied  with  rolling  stock  and  equipment,  so  that  the 
business  of  said  demised  railways  shall  be  preserved,  encouraged, 
and  developed,  and  that  the  same  shall  at  all  times  be  done  with 
safety  and  expedition,  and  the  public  be  accommodated  in 
respect  thereto  with  all  practicable  conveniences  and  facilities, 
and  that  all  future  growth  of  such  business,  as  the  same  may 
arise  or  be  reasonably  anticipated,  shall  be  fully  provided  for 
and  secured.  And  the  party  of  the  second  part  hereby  promises 
and  agrees  to  and  with  the  party  of  the  first  part  that  the  said 
party  of  the  second  part  shall  and  will,  at  its  own  proper  cost 
and  expense,  and  without  deduction  from  the  rent  aforesaid, 
from  time  to  time,  and  whenever  needed,  during  the  term  afore- 
said, do  or  cause  to  be  done  to  and  upon  the  said  demised  rail- 
ways and  premises  any  and  all  repairs,  replacements  and  re- 
newals, and  also,  in  the  manner  expressed  in  the  sixteenth  article 
of  these  presents,  any  and  all  additions,  constructions  and  im- 
provements which  may  be  reasonably  required  for  the  purposes 
aforesaid,  and  provide  thereon  such  rolling  stock  and  equipment, 
and  other  facilities,  as  shall  or  may  be  reasonably  required  for 
the  purposes  aforesaid ;  and  that  the  said  party  of  the  second 
part  shall  and  will  use  all  reasonable  efforts  to  maintain,  de- 
velop and  increase  all  the  business  of  the  said  railways. 

Article  Sixth. — The  said  party  of  the  second  part  shall  and 
will,  from  time  to  time,  and  as  often  as  the  same  shall  become 
due,  also  pay  and  discharge,  without  deduction  from  the  rent 
aforesaid,  any  and  all  taxes,  assessments,  duties,  imports  and 
charges  whatsoever,  which  shall  or  may  be  levied,  assessed  or 
imposed  during  the  said  term,  b}"  any  government  or  lawful  au- 
thority whatever,  upon  the  said  demised  railways  and  premises, 
or  upon  any  part  thereof,  or  upon  any  business  or  earnings  or  in- 
come of  the  same,  or  upon  the  party  of  the  first  part,  with 


237 

respect  to  the  said  demised  railways  and  premises,  or  any  part 
thereof,  or  any  business  or  earnings  or  income  of  the  same,  or 
upon  the  party  of  the  first  part,  for  or  with  respect  to  any  money 
which  shall  be  paid,  or  which  shall  become  payable  to  the  said 
party  of  the  first  part,  as  or  on  account  of  the  rent  hereinbefore 
reserved  in  Article  First  of  these  presents,  or  any  money  which 
shall  be  paid  or  become  payable  to  the  said  party  of  the  first  part, 
in  pursuance  of  these  presents,  or  with  respect  to  any  interests  or 
rights  under  these  presents,  or  upon  such  money,  interests  or 
rights ;  or  which  shall  or  may  be  levied,  assessed  or  imposed  upon 
any  stockholder  or  stockholders  of  the  party  of  the  first  part  in 
respect  to  capital  stock  in  the  said  party  of  the  first  part,  or  in 
respect  to  any  dividends  upon  or  any  income  from  such  capital 
stock,  or  upon  such  dividends,  or  income,  or  capital  stock,  by  or 
under  any  governmental  authority  which  is  or  may  be  exercised 
over  any  territorial  jurisdiction  within  which  any  part  of  the  said 
demised  railways  and  premises  is  or  may  be  situate,  except  such 
as  shall  be  collected  by  or  under  the  laws  of  any  State  from  its 
own  citizens  personal^,  without  any  action  upon  or  through,  or 
any  intervention  or  service  of  either  of  the  parties  hereto,  or  any 
ofticer  or  agent  thereof,  it  being  the  true  intent  and  meaning  of 
these  presents  that  all  governmental  charges  upon  the  aforesaid 
property,  or  the  stockholders,  with  respect  to  such  property  or  in- 
come therefrom,  which  may  be  imposed  by  or  under  any  govern- 
mental authority  capable  of  enforcing  such  charges  against  or 
through  the  said  property,  or  the  corporation  owning  or  leasing 
the  same,  shall  be  assumed  and  satisfied  by  the  party  of  the 
second  part,  however  the  forms  thereof  may  change  during  the 
term  of  these  presents  ;  but  that  the  said  party  of  the  second  part 
shall  not  be  or  become  liable  to  pay  any  tax  imposed  by  any  law 
of  any  of  the  States  within  which  the  said  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway,  or  any  part  thereof,  is  ^tuate,  or 
by  any  law  of  any  other  State,  upon  citizens  of  such  State  per- 
sonally, in  respect  to  stock  held  by  them,  or  dividends  or  income 
derived  by  them  therefrom,  which  shall  be  collected  from  such 
citizens  personally,  without  any  action  upon  or  through,  or  any 
intervention  or  service  of  the  party  of  the  first  part,  or  any  officer 
or  agent  thereof ;  nor  shall  anything  herein  contained  be  con- 
strued to  render  the  party  of  the  second  part  liable  to  pay  any 
tax  imposed  by  the  Government  of  the  United  States,  or  of  any 
State,  especially  upon  income  derived  from  interest  on  the  bonds 


238 

of  the  party  of  the  first  part,  except  as  to  certain  Equipment 
Bonds  and  certain  Bridge  Bonds  hereinbefore  mentioned. 

Article  Seventh. —  Whereas^  on  or  about  the  twenty-ninth 
day  of  June,  A.  D.  1865,  the  New  Castle  and  Beaver  Yalley 
Railroad  Company  executed  to  the  party  of  the  first  part  a  cer- 
tain indenture  of  agreement  or  lease,  bearing  date  on  said  last 
mentioned  day,  in  and  by  which  the  New  Castle  and  Beaver 
Yalley  Railroad  Company  let,  leased  and  demised  the  New 
Castle  and  Beaver  Yalley  Railroad,  therein  described,  to  the  said 
party  of  the  first  part,  for  the  term  of  ninety-nine  years,  com- 
mencing on  the  first  daji  of  July,  A.  D.  1865,  upon  the  terms  and 
conditions,  and  in  consideration  of  the  rents  in  said  indenture  of 
agreement  or  lease  mentioned  and  reserved. 

Kom^  therefore^  this  Indenture  witnesseth,  that  for  and  in  con- 
sideration of  the  premises,  and  of  the  sum  of  one  dollar  to  the 
said  party  of  the  first  part  duly  paid,  and  of  the  covenants  and 
agreements  on  the  part  and  behalf  of  the  said  party  of  the  second 
part  herein  contained,  the  said  party  of  the  first  part  has  sold, 
and  does  hereby  sell,  assign,  transfer  and  set  over  unto  the  said 
party  of  the  second  part  the  said  agreement  or  indenture  of  lease, 
bearing  date  on  the  twenty-ninth  day  of  June,  1865,  made  by  the 
said  New  Castle  and  Beaver  Yalley  Railroad  Company,  and  all 
the  right,  title  and  interest  of  the  said  party  of  the  first 
part  therein,  or  in  or  to  the  railroad  and  premises  thereby 
demised,  under  or  by  virtue  thereof ;  provided,  always,  that  the 
said  party  of  the  second  part  hereto  shall  well  and  truly  pay,  or 
cause  to  be  paid,  the  rental  reserved  by  said  lease,  and  well  and 
truly  keep  and  perform  the  several  matters  and  things  therein 
provided  to  be  kept  or  performed  by  the  said  party  of  the  first 
part  hereto,  and  shall  at  all  times  indemnify  and  save  harmless 
the  said  party  of  the  first  part  hereto,  of,  from  and  against  anj^ 
and  all  claims  and  demands  whatsoever,  arising  under  or  by 
virtue  of  said  agreement  or  lease,  or  out  of  or  in  connection  with 
the  possession,  management  or  operation  of  the  railroad  and 
premises  therein  mentioned,  or  the  business  of  the  same.  And, 
the  said  party  of  the  second  part,  in  consideration  of  the  pre- 
mises, has  promised  and  agreed,  and  does  hereby  promise  and 
agree  to  and  with  the  said  party  of  the  first  part,  that  the  said 
party  of  the  second  part  shall  and  will  well  and  truly  pay  the 


239 

moneys  in  or  by  the  said  agreement  or  lease  agreed  to  be  paid, 
by  the  said  party  of  the  first  part  hereto,  to  the  said  New  Castle 
and  Beaver  Valley  Railroad  Company,  as  rent  or  otherwise,  and 
that  the  said  party  of  the  second  part  will  do  and  perform  every 
act  and  thing  which  the  said  party  of  the  first  part  hereto  has 
agreed  to  do  or  perform,  in  or  by  said  agreement  or  lease ;  and 
the  said  party  of  the  second  part  hereby  assumes  and  takes  the 
place  of  the  said  party  of  the  first  part  mider  said  agreement  or 
lease,  and  promises  and  agrees  to  save  and  keep  harmless  and  in- 
demnified the  said  party  of  the  first  part,  of,  from  and  against  any 
and  all  claims,  demands  and  liabilities  whatsoever,  which  can  or 
may  arise  against  the  said  party  of  the  first  part,  from,  under,  or 
on  account  of  the  said  agreement  or  lease,  or  the  railroad  or  pre- 
mises therein  mentioned,  or  the  possession,  operation,  manage- 
ment or  business  of  the  same. 

Article  Eighth. —  Whereas^  on  or  about  the  twenty-second 
day  of  May,  A.  D.  1869,  the  Lawrence  Railroad  Company  exe- 
cuted to  the  party  of  the  first  part  a  certain  indenture  of  agree- 
ment or  lease,  bearing  date  on  said  last  mentioned  day,  in  and 
by  which  indenture  of  agreement  or  lease  the  said  Lawrence 
Railroad  Company  let,  leased,  and  demised  its  railroad  to  the 
party  of  the  first  part  for  the  term  of  ninety-nine  years,  com- 
mencing on  the  first  day  of  July,  A.  D.  1869,  upon  the  terms 
and  conditions,  and  in  consideration  of  the  rents  in  said  agree- 
ment or  lease  mentioned  and  reserved : 

Now^  therefore^  this  Indenture  witnesseth,  that  for  and  in  con- 
sideration of  the  premises,  and  of  the  sura  of  one  dollar  to  the 
said  party  of  the  first  part  duly  paid,  and  of  the  covenants  and 
agreements  on  the  part  and  behalf  of  the  said  party  of  the  second 
part  herein  contained,  the  said  party  of  the  first  part  has  sold, 
and  does  hereby  sell,  assign,  transfer,  and  set  over  unto  the  said 
party  of  the  second  part,  the  said  agreement  and  indenture  of 
lease  bearing  date  on  the  twenty-second  day  of  May,  1869,  made 
by  the  said  Lawrence  Railroad  Company,  and  all  the  right,  title, 
and  interest  of  the  said  party  of  the  first  part  therein,  or  in  the 
railroad  and  premises  thereby  demised,  under  or  by  virtue  thereof ; 
provided,  always,  that  the  said  party  of  tlie  second  part  hereto 
shall  well  and  truly  pay  the  rental  reserved  by  said  lease,  and  well 
and  truly  keep  and  perform  the  several  matters  and  things  therein 


240 

provided  to  be  kept  or  performed  by  the  said  party  of  the  first 
part  hereto,  and  shall  at  all  times  indemnify  and  save  harmless 
the  said  party  of  the  first  part  hereto,  of,  from  and  against  any 
and  all  claims  and  demands  whatsoever  arising  under  or  by  vir- 
tue of  said  agreement  or  lease,  or  out  of  or  in  connection  with 
the  possession,  management,  or  operation  of  the  railroad  and 
premises  therein  mentioned,  or  the  business  of  the  same.  And 
the  said  party  of  the  second  part,  in  consideration  of  the  prem- 
ises, has  promised  and  agreed,  and  does  hereby  promise  and  agree, 
to  and  with  the  said  party  of  the  first  part,  that  the  said  party  of  the 
second  part  shall  and  will  well  and  truly  pay  the  moneys  in  or  by 
the  said  agreement  or  lease  agreed  to  be  paid  by  the  said  party  of 
the  first  part  hereto,  to  the  said  Lawrence  Railroad  Company,  as 
rent  or  otherwise,  and  that  the  said  party  of  the  second  part  will  do 
and  perform  every  act  and  thing  which  the  said  party  of  the  first 
part  hereto  has  agreed  to  do  or  perform  in  or  by  said  agree- 
ment or  lease ;  and  the  said  party  of  the  second  part  hereby  as- 
sumes and  takes  the  place  of  the  said  party  of  the  first  part  under 
said  agreement  or  lease,  and  promises  and  agrees  to  save  and 
keep  harmless  and  indemnified  the  said  party  of  the  first  part,  of, 
from  and  against  any  and  all  claims,  demands  and  liabilities 
whatsoever  which  can  or  may  arise  against  the  said  party  of  the 
first  part  from  or  under  or  on  account  of  the  said  agreement  or 
lease,  or  the  railroad  or  premises  therein  mentioned,  or  the  pos- 
session, operation,  management  or  business  of  the  same. 

Article  Ninth. —  Whereas^  on  or  about  the  twenty-second  day 
of  May,  A.  D.  1869,  the  Massillon  and  Cleveland  Railroad  Com- 
pany executed  to  the  party  of  the  first  part  a  certain  indenture 
of  agreement  or  lease,  bearing  date  on  said  last  mentioned  day, 
in  and  by  which  the  said  Massillon  and  Cleveland  Railroad  Com- 
pany let,  leased  and  demised  the  Massillon  and  Cleveland  Rail- 
road, therein  described,  to  the  said  party  of  the  first  part,  for  the 
term  of  ninety-nine  years,  commencing  on  the  first  day  of  July, 
1869,  upon  the  terms  and  conditions,  and  in  consideration  of  the 
rents  in  said  agreement  or  lease  mentioned  and  reserved : 

Now^  therefore,  this  Indenture  witnesseth,  that  for  and 
in  consideration  of  the  premises,  and  of  the  sum  of  one  dollar 
to  the  said  party  of  the  first  part  duly  paid,  and  of  the  covenants 
and  agreements  on  the  part  and  behalf  of  the  said  party  of  the 


24:1 

second  part  herein  contained,  the  said  party  of  the  first  part 
has  sold,  and  does  hereby  sell,  assign,  transfer  and  set  over 
unto  the  said  party  of  the  second  part  the  said  agreement 
or  indenture  of  lease,  bearing  date  on  the  twenty-second  day 
of  MsLy,  1869,  made  by  the  said  Massillon  and  Cleveland  Railroad 
Company,  and  all  the  right,  title  and  interest  of  the  said  party 
of  the  first  part  therein,  or  in  the  railroad  and  premises  thereby 
demised,  under  or  by  virtue  thereof  ;  p7'ovided,  always,  that  the 
said  party  of  the  second  part  hereto  shall  well  and  truly  pay  the 
rental  reserved  by  said  lease,  and  well  and  truly  keep  and  per- 
form the  several  matters  and  things  therein  provided  to  be  kept 
or  performed  by  the  said  party  of  the  first  part  hereto,  and  shall 
at  all  times  indemnify  and  save  harmless  the  said  party  of  the 
first  part  hereto,  of,  from  and  against  any  and  all  claims  and  de- 
mands whatsoever  arising  under  or  by  virtue  of  said  agreement 
or  lease,  or  out  of  or  in  connection  with  the  possession,  manage- 
ment or  operation  of  the  railroad  and  premises  therein  mentioned, 
or  the  business  of  the  same.  And  the  said  party  of  the  second  part, 
in  consideration  of  the  premises,  has  promised  and  agreed,  and 
does  hereby  promise  and  agree,  to  and  with  the  said  party  of  the 
first  part,  that  the  said  party  of  the  second  part  shall  and  will 
well  and  truly  pay  the  moneys  in  or  by  said  agreement  or  lease 
agreed  to  be  paid  by  the  said  party  of  the  first  part  hereto,  to  the 
said  Massillon  and  Cleveland  Railroad  Company,  as  rent  or  other- 
wise ;  and  that  the  said  party  of  the  second  part  will  do  and  per- 
form every  act  and  thing  which  the  said  party  of  the  first  part 
hereto  is  or  can  be  required  to  do  or  perform,  or  which  it  has 
agreed  to  do  or  perform,  in  or  by  said  agreement  or  lease ;  and 
the  said  party  of  the  second  part  hereby  assumes  and  taxes  the 
place  of  the  said  party  of  the  first  part  under  said  agreement  or 
lease,  and  promises  and  agrees  to  save  and  keep  harmless  and 
indemnified  the  said  party  of  the  first  part  of,  from  and  against 
any  and  all  claims,  demands  and  liabilities  whatsoever,  which 
can  or  may  arise,  against  the  said  party  of  the  first  part,  from  or 
under,  or  on  account  of  the  said  agreement  or  lease  on  the  rail- 
road or  premises  therein  mentioned,  or  the  possession,  operation, 
management  or  business  of  the  same. 

Article  Tenth. —  Whereas,  the  said  party  of  the  first  part, 
heretofore,  to  wit,  on  or  about  the  fifteenth  day  of  December, 
in  the  year  1862,  made  and  entered  into  a  certain  contract  or 


242 

agreement,  bearing  date  on  said  last  mentioned  day,  with  the 
Cleveland  and  Pittsburgh  Railroad  Company,  in  respect  to  the 
operation  and  business  of  the  respective  roads  of  said  companies, 
which  contract  or  agreement  was  subsequently,  to  wit,  on  or  about 
the  sixteenth  day  of  February,  1866,  duly  awarded  by  a  further 
contract  or  agreement,  bearing  date  on  said  last  mentioned  day, 
as  by  reference  to  said  original  contract,  and  to  said  amendatory 
contract,  will  more  fully  and  at  large  appear ;  which  said  con- 
tracts with  the  Cleveland  nd  Pittsburgh  aRailroad  Company  are 
still  in  force  and  o})eration : 

Now  this  Indenture  witnesseth,  that  for  and  in  consideration 
of  the  premises,  and  of  the  sum  of  one  dollar  to  it  duly  paid,  the 
said  party  of  the  first  part  has  sold,  and  does  hereby  sell,  assign, 
transfer  and  set  over  unto  the  said  party  of  the  second  part,  all 
the  right,  title,  interest,  claim  and  demand  whatsoever  of  the  said 
party  of  the  first  part,  in,  to  and  under  said  contracts  or  agree- 
ments with  the  Cleveland  and  Pittsburgh  Railroad  Company: 
provided,  always,  that  the  said  party  of  the  second  part  shall  at 
all  times  hereafter  indemnify  and  save  harmless  the  said  party  of 
the  first  part,  of,  from  and  against  the  said  contracts,  and  each 
thereof,  and  all  claims  and  demands  thereunder ;  and  the  said 
party  of  the  second  part  hereby  covenants,  promises  and  agrees 
to  and  with  the  said  party  of  the  first  part,  that  the  said  party  of 
the  second  part  shall  and  will,  at  all  times  hereafter,  hold,  save 
and  keep  harmless  and  indemnified  the  said  party  of  the  first 
part,  of,  from  and  against  said  contracts  with  the  Cleveland  and 
Pittsburgh  Railroad  Company,  and  all  balances  of  account,  pay- 
ments, charges,  claims  and  liabilities  whatsoever,  which  shall  or 
may  be,  or  at  any  time  hereafter  arise  or  become  payable  under 
or  by  virtue  of  said  contracts,  or  either  of  them,  accruing  after 
the  first  day  of  July,  1869 ;  and  the  said  party  of  the  second  part 
hereby  promises  and  agrees  to  and  with  the  said  party  of  the 
first  part,  that  the  said  party  of  the  second  shall  and  will  observe 
and  keep  the  said  contracts  or  agreements  with  the  Cleveland 
and  Pittsburgh  Railroad  Company,  according  to  the  true  intent 
and  meaning  thereof,  and  shall  and  will  do  and  perform  every 
act  and  thing  which  the  said  party  of  the  first  part,  in  or 
by  said  contracts,  or  either  of  them,  is  or  may  be  required  to  do 
or  perform,  and  which  the  said  party  of  the  second  part  lawfully 
may  do  or  perform,  instead  of  the  said  party  of  the  first  part  un- 
der said  contracts ;  and  that  as  to  any  matter  or  thing  agreed  to 


243 

be  done  by  the  said  party  of  the  first  part,  in  or  by  said  contracts, 
or  either  of  them,  which  under  said  contracts  cannot  be  lawfully 
done  by  the  said  party  of  the  second  part,  the  said  party  of  the 
first  part  shall  be,  and  it  is  hereby  authorized  and  empowered  to 
do  and  perform  the  same,  and  the  said  party  of  the  first  part  prom- 
ises and  agrees  that  it  shall  do  and  perform  the  same,  provided 
the  said  party  of  the  second  part  bear  and  pay  all  costs  and  ex- 
penses incident  thereto. 

And  the  said  party  of  the  first  part  promises  and  agrees,  to 
and  with  the  said  party  of  the  second  part,  that  the  said  party 
of  the  first  part  shall  do  every  act  to  be  by  it  done  for  the 
appointment  of  the  Executive  Committee,  provided  to  be  ap- 
pointed by  the  fourth  section  of  said  contract,  bearing  date  on 
the  fifteenth  day  of  December,  1862,  and  that  it  will  nominate 
as  a  member  of  such  Committee  such  member  of  the  Board  of 
Directors  as  the  said  party  of  the  second  part  may  in  writing 
designate,  whenever,  pursuant  to  said  contract,  it  shall  be  agreed 
to  place  on  said  Committee,  in  addition  to  the  Presidents  of  the 
respective  companies,  a  Director  of  each  company  ;  and  that  the 
said  party  of  the  first  part  will  at  any  time,  on  the  request  of  the 
party  of  the  second  part,  agree  to  the  addition  of  such  Directors 
to  said  Committee ;  and  that  in  case  of  any  disagreement  arising 
between  the  members  of  said  Committee  in  regard  to  the  true*, 
proper  or  legal  meaning  of  said  contract,  or  the  exercise  of 
powers  under  the  same,  the  party  of  the  first  part  shall  name  as 
the  arbiter  or  additional  member  of  said  Committee,  provided  to 
be  appointed  by  the  fifth  section  of  said  original  contract  in 
such  contingency,  such  competent  and  disinterested  person, 
familiar  with  railway  management,  as  the  said  party  of  the 
second  part  shall,  in  writing,  designate  for  that  purpose.  And 
the  said  party  of  the  second  part  promises  and  agrees,  to  and 
with  the  said  party  of  the  first  part,  that  the  Executive  Commit- 
tee, so  to  be  appointed  under  said  contract,  shall  and  may  exer- 
cise, in  respect  to  the  said  demised  railway,  all  and  singular  the 
powers  and  authorities  provided  to  be  exercised  by  such  Commit- 
tee, under  or  by  virtue  of  said  contracts,  and  that  the  said  party 
of  the  second  part  will  pay  to  the  members  of  said  Committee, 
appointed  by  the  party  of  the  first  part,  a  reasonable  compensa- 
tion for  all  services  to  be  rendered  on  said  Committee,  and  in- 
demnify and  save  harmless  the  party  of  the  first  part  from  all 
charges  in  respect  thereto. 


244 

And  the  said  party  of  the  first  part  promises  and  agrees,  to 
and  with  the  said  party  of  the  second  part,  that  the  Executive 
Committee  of  the  said  party  of  the  first  part  shall  appoint  as  the 
the  General  Superintendent  provided  to  be  appointed  by  the 
fifth  section  of  the  said  contract  bearing  date  on  the  15th  day  of 
December,  1862,  and  as  the  General  Freight  Agent  and  as  the 
General  Ticket  Agent  provided  to  be  appointed  by  the  sixth  sec- 
tion of  said  contract,  such  person  as  shall  from  time  to  time  be 
designated  by  the  said  party  of  the  second  part  to  fill  such  po- 
sitions. And  the  said  party  of  the  second  part  promises  and 
agrees,  that  such  Superintendent,  General  Freight  Agent  and 
General  Ticket  Agent  shall  each  possess,  and  be  authorized  to 
exercise,  in  respect  to  the  said  demised  railways,  and  premises, 
all  the  powers  and  authorities  specified  in  said  contracts,  to  be 
possessed  or  exercised  by  such  persons  respectively. 

Article  Eleventh. —  Whereas^  heretofore,  to  wit,  on  or 
about  the  17th  day  of  May,  in  the  year  1867,  the  St.  Louis,  Alton 
and  Terre  Haute  Railroad  Company,  at  the  instance  and  request 
of  the  party  of  the  first  part  hereto  and  others,  executed  a  cer- 
tain instrument  in  writing,  dated  on  said  last  mentioned  day, 
which  purported  to  be  made  between  the  Terre  Haute  and  In- 
dianapolis Railroad  Company  as  party  of  the  first  part,  and  the 
St.  Louis,  Alton  and  Terre  Haute  Railroad  Company  as  party  of 
the  second  part,  and  to  be  a  contract  for  the  operation  of  the 
main  line  and  Alton  Branch  of  the  St.  Louis,  Alton  and  Terre 
Haute  Railroad,  as  by  reference  to  said  instrument  will  more 
fully  and  at  large  appear ; 

And  whereas^  the  said  operating  contract  was  executed  by 
said  St.  Louis,  Alton  and  Terre  Haute  Railroad  Company  upon 
the  promises  and  guaranty  of  the  parties  requesting  the  execu- 
tion of  the  same  as  aforesaid,  that  the  said  Terre  Haute  and  In- 
dianapolis Railroad  Company  would,  on  or  before  the  first  day  of 
July  next  thereafter,  execute  the  same  on  its  part,  or,  in  default 
thereof,  that  the  said  party  of  the  first  part  hereto,  and  others, 
would  provide  another  company,  owning  or  constructing  a  line 
of  railroad  from  Indianapolis  to  Terre  Haute,  to  execute  the  said 
operating  contract  and  assume  the  obligations  purporting  by  the 
terms  thereof  to  be  assumed  by  the  said  Terre  Haute  and  In- 
dianapolis Railroad  Company,  as  by  reference  to  said  agreement 
or  guaranty  will  more  fully  and  at  large  appear ; 


245 

And  whereas^  the  said  Terre  Haute  and  Indianapolis  Railroad 
Company  failed  and  omitted  to  execute  said  operating  contract 
within  the  time  limited  for  the  execution  thereof,  and  thereupon 
the  party  of  tlie  first  part  hereto,  and  others,  procured  to  be  organ- 
ized a  new  corporation,  called  the  Indianapolis  and  St.  Louis 
Eailroad  Company,  with  authority  to  construct  a  railroad  from  In- 
dianapolis to  Terre  Haute,  and  requested  the  said  St.  Louis,  Alton 
and  Terre  Haute  Railroad  Company  to  accept  the  said  new  cor- 
poration as  the  party  of  the  first  part  to  the  said  operating  con- 
tract in  the  place  and  stead  of  the  said  Terre  Haute  and  Indian- 
apolis Railroad  Company,  which  had  failed  to  execute  the  same ; 
and  whereas^  the  said  St.  Louis,  Alton  and  Terre  Haute  Railroad 
Company  accepted  such  new  company  in  the  place  and  stead  of 
said  Terre  Haute  and  Indianapolis  Railroad  Company,  upon  the 
premises  and  guaranty  of  the  said  party  of  the  first  part  hereto, 
and  others,  that  the  said  Indianapolis  and  St.  Louis  Railroad 
Company  would  keep,  observe  and  perform  the  conditions,  cove- 
nants and  provisions  of  the  said  operating  contract  purporting 
to  be  made  by  the  Terre  Haute  and  Indianapolis  Railroad  Com- 
pany, in  the  same  manner,  and  with  the  same  effect,  as  if  the 
said  Indianapolis  and  St.  Louis  Railroad  Company  had  been  the 
original  party  of  the  first  part  to  the  said  operating  contract,  as 
by  reference  to  a  certain  agreement,  bearing  date  on  the  11th 
day  of  September,  1867,  made  by  the  party  of  the  :first  part 
hereto,  and  others,  with  the  said  St.  Louis,  Alton  and  Terre 
Haute  Railroad  Company,  will  more  fully  and  at  large  appear ; 

AThd  whereas,  the  said  Indianaoplis  and  St.  Louis  Railroad 
Company,  by  an  instrument,  in  writing,  bearing  date  on  the  said 
eleventh  day  of  September,  1867,  assumed,  adopted  and  became 
liable  to  carry  out  the  said  operating  contract,  bearing  date  on 
the  seventeenth  day  of  May,  in  the  year  1867,  and  purporting  to 
be  entered  into  by  the  Terre  Haute  and  Indianapolis  Railroad 
Company,  as  by  reference  to  said  instrument,  assuming  said  opei*- 
ating  contract,  will  more  fully  and  at  large  appear  ; 

And  whereas,  under  and  by  virtue  of  the  said  agreement  of 
guaranty,  bearing  date  on  the  eleventh  day  of  September,  1867, 
the  said  party  of  the  first  part  hereto  is  liable  to  pay  the  equal 
one-third  part  of  any  and  all  damages  which  may  arise  to  the 
said  St.  Louis,  Alton  and  Terre  Haute  Railroad  Company,  for  or 
on  account  of  any  default  of  the  said  Indianapolis  and  St.  Louis 


246 

Kailroad  Company,  in  the  performance  of  the  said    operating 
contract,  the  performance  whereof  is  guaranteed  as  aforesaid  : 

Now,  therefore,  this  Indenture  further  witnesseth,  that  the 
said  party  of  the  second  part  has  agreed,  and  does  hereby  cove- 
nant, promise  and  agree,  to  and  with  the  said  party  of  the  first 
part,  that  the  said  party  of  the  second  part  shall  and  will  bear, 
pay  and  discharge  all  liabilities,  claims  and  demands  whatsoever, 
which  shall  or  may  arise  against  the  said  party  of  the  first  part, 
under  or  by  virtue  or  on  account  of  the  said  agreements  or  con- 
tracts with  the  St,  Louis,  Alton  and  Terre  Haute  Railroad  Com- 
pany, or  either  of  them,  and  that  the  said  party  of  the  second 
part  hereto  will  faithfully  carry  out  and  perform  any  and  all 
stipulations  and  agreements  in  said  contracts  set  forth  to  be  car- 
ried out  or  performed  by  the  said  party  of  the  first  part  hereto, 
and  that  the  said  party  of  the  second  part  hereto  will  at  all 
times  keep  and  save  harmless  and  indemnified  the  said  party  of 
the  first  part  hereto,  of,  from  and  against  any  and  all  liabilities, 
claims  and  demands  whatsoever  which  shall  or  may  arise  under 
or  by  virtue  or  on  account  of  the  said  contracts  with  the  St. 
Louis,  Alton  and  Terre  Haute  Railroad  Company. 

And  whereas,  on  or  about  the  first  day  of  May,  in  the  year 
1869,  the  said  party  of  the  first  part  hereto,  and  the  Cleveland, 
Columbus,  Cincinnati  and  Indianapolis  Railroad  Company 
entered  into  a  certain  contract  between  themselves,  bearing  date 
on  that  day,  relating  to  the  management  and  operation  of  the 
railroad  mentioned  in  said  operating  contract,  as  by  reference  to 
said  contract  between  the  said  party  of  the  first  part  and  the 
said  Columbus,  Cincinnati  and  Indianapolis  Railroad  Company 
will  more  fully  and  at  large  appear. 

Now,  therefore,  the  said  party  of  the  second  part  hereby 
promises  and  agrees  to  carry  out  the  said  last-mentioned  contract, 
according  to  the  true  intent  and  meaning  thereof,  on  the  part 
and  behalf  of  the  party  of  the  first  part,  and  to  save  and  keep 
the  said  party  of  the  first  part  harmless  and  indemnified  from 
and  against  any  and  all  claims,  demands  and  liabilities  whatso- 
ever, which  shall  or  may  arise  under  or  on  account  thereof. 

And  whereas,  the  said  party  of  the  first  part,  for  the  purpose 
of  carrying  into  effect,  according  to  the  true  intent  and  meaning 
thereof,  the  aforesaid  contracts  with   the  St.  Louis,  Alton  and 


247 

Terre  Haute  Kailroad  Company,  and  procuring  the  construction 
of  the  said  Indianapolis  and  St.  Louis  Railroad,  as  thereby  con- 
templated, has  subscribed,  or  agreed  to  subscribe,  and  pay  for 
three  hundred  thousand  dollars  in  par  value,  or  six  thousand  dol- 
lars of  the  par  value  of  fifty  dollars  per  share,  of  the  capital 
stock  of  the  said  Indianapolis  and  St.  Louis  Railway  Company, 
to  be  paid  for  to  the  said  Company  in  such  instalments  as  shall 
be  called  for  by  the  Board  of  Directors  thereof,  and  has  also 
agreed  to  take  and  pay  for,  or  procure  to  be  negotiated  and  paid 
for,  at  ninety  per  cent,  of  their  par  value,  five  hundred  thousand 
dollars  in  amount  of  bonds,  to  be  issued  by  the  said  Indian- 
apolis and  St.  Louis  Railroad  Company,  and  secured  by  mortgage 
on  the  railroad  to  be  constructed  by  said  company,  which  said 
bonds  so  subscribed  for,  or  agreed  to  be  subscribed  for,  are  to  be 
paid  for  by  the  said  party  of  the  first  part  at  the  price  aforesaid, 
at  such  time  and  in  such  manner  as  the  Board  of  Directors  of 
the  said  Indianapolis  and  St.  Louis  Railroad  Company  shall 
require. 

Now^  therefore^  this  Indenture  further  witnesseth^  that  the 
said  party  of  the  second  part  has  agreed,  and  does  hereby  promise 
and  agree,  to  and  with  the  party  of  the  first  part,  that  the  said 
party  of  the  second  part  shall  and  will,  upon  demand  by  the  said 
party  of  the  first  part,  purchase  and  take  from  the  said  party  of 
the  first  part  six  thousand  shares  of  the  stock  of  the  said  Indian- 
apolis and  St.  Louis  Railroad  Company  of  the  par  value  of  fifty 
dollars  per  share,  and  pay  to  the  said  party  of  the  first  part  for 
the  same  the  cost  thereof  to  the  said  party  of  the  first  part,  ac- 
cording to  the  terms  of  the  subscription  for,  or  agreement  to  take 
the  same,  and  also  that  the  said  party  of  the  second  part  shall 
and  will,  upon  demand  by  the  said  party  of  the  first  part,  pur- 
chase and  take  from  the  said  party  of  the  first  part  from  time  to 
time,  and  as  the  same  shall  be  received  by  the  party  of  the  first 
part,  pursuant  to  the  aforesaid  subscription  or  agreement  to  sub- 
scribe, the  aforesaid  bonds  of  the  Indianapolis  and  St  Louis 
Railroad  Company,  to  the  amount  of  five  hundred  thousand  dol- 
lars, and  pay  to  the  said  party  of  the  first  part,  for  the  same,  the 
cost  thereof  to  the  said  party  of  the  first  part,  at  the  aforesaid 
rate  of  ninety  per  cent,  upon  the  par  value  thereof ;  and  that  the 
said  party  of  the  second  part  will  indemnify  and  save  harmless 
the  party  of  the  first  part  from  all  loss  and  damage,  by  reason 


248 

of  such  subscriptions,  or  agreements  to  subscribe,  for  stock  and 
bonds,  or  either  of  them. 

Article  Twelfth. —  Whereas^  the  said  party  of  the  first  part 
has  also  heretofore  made  and  entered  into  other  contracts  and 
agreements,  in  relation  to  the  business  of  said  demised  railways, 
and  it  is  the  intent  and  meaning  of  these  presents  that  all  con- 
tracts relating  thereto  should  be  assumed  and  carried  out  by  the 
party  of  the  second  part,  that  the  benefit  thereof  should  enure 
and  the  liability  thereof  rest  on  the  said  party  of  the  second 
part,  in  the  place  and  stead  of  the  party  of  the  first  part : 

Now^  therefore^  the  said  party  of  the  first  part  hereby  sells, 
assigns,  transfers  and  sets  over  unto  the  said  party  of  the  second 
part,  all  the  right,  title  and  interest  of  the  said  party  of  the  first 
part,  in  and  under  all  contracts  and  agreements,  in  relation  to 
the  business  to  be  done  on  the  said  demised  railways,  or  any  part 
thereof  not  hereinbefore  specifically  transferred,  and  the  said 
party  of  the  second  part  hereby  assumes  the  performance  of  the 
same,  on  the  part  and  behalf  of  the  said  party  of  the  first  part, 
according  to  the  true  intent  and  meaning  thereof  ;  and  the  said 
party  of  the  second  part  hereby  promises,  covenants  and  agrees 
to  and  with  the  said  party  of  the  first  part,  that  the  said  party  of 
the  second  part  shall  and  will,  at  all  times  hereafter,  save  and 
keep  harmless  and  indemnified  the  said  party  of  the  first  part, 
its  successors  and  assigns,  of,  from  and  against  all  costs,  damages, 
expenses,  liabilities,  claims  and  demands  whatsoever,  which  may 
exist  or  shall  or  may  arise  under  the  said  contracts  and  agree- 
ments, or  either  thereof. 

Article  Thirteenth. —  Whereas^  a  negotiation  is  now  pend- 
ing between  the  party  of  the  first  part  and  the  Grand  Kapids 
and  Indiana  Railroad  Company,  for  the  purpose  of  securing  to 
the  party  of  the  first  part  or  its  assigns,  any  and  all  such  busi- 
ness as  may  be  contributory  by  the  said  Grand  Eapids  and  Indi- 
ana Kailroad  Company,  to  the  said  party  of  the  first  part,  or  its 
assigns,  in  the  connection  of  the  respective  roads  of  said  com- 
panies, and  thereby  the  better  to  develop  and  increase  the  busi- 
ness of  each  Company : 

NoWf  therefore^  this  Indenture  further  witnesseth,  that  the 
said  party  of  the  first  part  has  agreed,  and  does  hereby  promise 


249 

and  agree  to  and  with  the  said  party  of  the  second  part,  that  the 
said  party  of  the  first  part  shall  and  will  assign  and  transfer  to 
the  said  party  of  the  second  part,  such  contract,  if  any,  as  shall 
or  may  be  concluded  by  the  said  party  of  the  first  part  with  the 
said  Grand  Rapids  and  Indiana  Railroad  Company,  for  the  pur- 
poses aforesaid,  in  consideration  that  the  said  party  of  the  second 
part  shall  assume  and  undertake  the  performance  of  such  con- 
tract, and  indemnify  and  save  harmless  the  said  party  of  the  first 
part,  of,  from  and  against  the  same,  and  any  and  all  claims,  de- 
mands and  liabilities  whatsoever  which  can  or  may  arise  there- 
under, and  the  said  party  of  the  second  part  hereby  agrees  to  as- 
sume such  contract,  and  to  indemnify  and  save  harmless  the  said 
party  of  the  first  part,  of  from  and  against  the  same,  and  all 
claims  and  demands  thereunder,  provided  such  contract  or  pro- 
posed contract  shall  not  involve  the  guaranty  of  an  amount  ex- 
ceeding four  millions  of  dollars  of  first  mortgage  bonds  of  the 
said  Grand  Rapids  and  Indiana  Railroad  Company,  the  whole 
issue  of  which  first  mortgage  bonds  shall  not  exceed  eight  mil- 
lions of  dollars,  and  which  said  issue  shall  be  further  secured  by 
a  deed  of  trust  of  one  million  of  acres  of  land,  and  that  a  ma- 
jority in  amount  of  the  capital  stock  of  the  said  Grand  Rapids 
and  Indiana  Railroad  Company  shall  be  deposited  in  trust  until 
the  principal  and  interest  of  the  safd  guaranteed  bonds  shall  be 
provided  for,  and  the  guaranty  satisfied  and  canceled,  and  that 
the  form  of  such  contract  or  proposed  contract  shall  be  submit- 
ted to  and  approved  by  the  Board  of  Directors  of  the  party  of 
the  second  part. 

AR'ncLE  Fourteenth. — The  party  of  the  second  part  shall 
and  will,  at  all  times  during  the  term  aforesaid,  allow  and  pay  to 
the  party  of  the  first  part,  without  deduction  from  the  rent  afore- 
said, and  as  part  of  the  necessary  expenses  of  carrying  on  the 
business  of  said  demised  railways,  the  sum  of  seven  thousand 
dollars  per  annum,  to  enable  the  said  party  of  the  first  part  to 
pay  to  an  agency  in  the  City  of  New  York,  or  elsewhere,  proper 
compensation  for  the  services  to  be  rendered  by  such  agency  in 
the  payment  of  coupons,  representing  interest  on  the  bonds  of 
the  party  of  the  first  part  hereinbefore  mentioned,  as  the  same 
from  time  to  time  mature,  and  of  the  principal  of  said  bonds 
when  tho  same  shall  become  due,  and  in  the  transfer  of  the  stock 
of  the  said  party  of  the  first  part,  and  the  issue  of  certificates 


260 

therefor,  and  in  the  payment  of  dividends  to  the  stockholders  ; 
and  the  said  party  of  the  second  part  shall  also  pay  to  the  said 
party  of  the  first  part  the  further  sum  of  two  thousand  dollars 
per  annum,  to  enable  the  said  party  of  the  first  part  to  pay  the 
expenses  of  a  registry  of  transfers  of  the  stock  of  the  said  party 
of  the  first  part,  and  of  the  certificates  issued  therefor ;  which 
said  sums  of  seven  thousand  and  two  thousand  dollars  shall  be 
paid  to  the  said  party  in  four  equal  quarter-yearly  instalments 
of  two  thousand  two  hundred  and  fifty  dollars  each,  payable  on 
the  first  days  of  January,  April,  July  and  October,  in  each  and 
every  year  of  the  said  term  ;  provided,  nevertheless,  that  it  is  the 
intention  of  the  parties  that  these  expenses  shall  exist  only  to  the 
extent  and  for  the  period  during  which  services  of  such  value 
shall  be  required,  and  that  for  the  purpose  of  adapting  the  same 
to  events  as  they  change,  the  aforesaid  provisions  of  this  Article 
shall  be  subject  to  modification  from  time  to  time,  by  the  agree- 
ment of  the  parties  to  these  presents. 

And  for  the  purpose  of  enabling  the  said  party  of  the  first 
part  to  maintain  and  preserve  its  corporate  organization,  and  pay 
the  salaries  of  its  officers,  the  said  party  of  the  second  part  shall 
allow  and  pay  to  the  said  party  of  the  first  part,  during  the  said 
term,  the  further  sum  of  ten  thousand  dollars  per  annum,  to  be 
paid  in  four  equal  quarter-yearly  instalments  of  two  thousand 
five  hundred  dollars  each,  on  the  first  days  of  January,  April, 
July  and  October,  in  each  and  every  year  of  the  said  term. 

Article  Fifteenth. — The  s^-id  party  of  the  second  part  shall 
and  will,  at  all  times  during  the  term  aforesaid,  and  the  continu- 
ance of  this  lease,  keep  an  office  in  the  City  of  Pittsburgh, 
which  shall  be  open  at  all  reasonable  hours  and  times,  for  the 
transaction  of  the  business  of  the  said  demised  railways  ;  and 
shall  reserve  and  furnish,  in  the  said  office,  free  of  charge,  two 
suitable  and  convenient  rooms,  for  the  use  of  the  President  and 
Secretary,  and  Board  of  Directors,  of  the  said  party  of  the  first 
part.  And  the  said  party  of  the  second  part  shall,  at  all  times 
during  the  said  term,  keep  at  the  said  office  in  the  City  of  Pitts- 
burgh, full,  true  and  just  accounts  of  any  and  all  moneys  re- 
ceived, and  business  done,  upon  the  said  demised  railways  and 
premises,  and  of  all  moneys  paid,  laid  out  and  expended,  and  lia- 
bilities incurred  in  coimection  with  the  same ;  and  also  full  sta- 
tistical accounts,  similar  to  those  now  kept  by  the  said  party  of 


251 

the  first  part,  in  or  under  the  direction  of  a  certain  accounting 
department,  designated  as  a  Bureau  of  Statistics,  at  the  office  of 
the  said  party  of  the  first  part,  in  the  City  of  Pittsburgh.  The 
accounts  to  be  kept  by  the  said  party  of  the  second  part,  as 
above  provided,  and  any  and  all  accounts  which  shall  or  may  be 
kept  by  the  said  party  of  the  second  part,  in  relation  to  the  said 
demised  railways,  or  the  business  of  the  same,  shall  at  all  reason- 
able hours  and  times,  during  the  continuance  of  this  lease,  be 
open  to  the  inspection  and  examination  of  the  President  of  the 
said  party  of  the  first  part,  and  of  such  other  person  or  persons 
as  the  said  party  of  the  first  part  shall,  from  time  to  time,  or  at 
any  time,  by  resolution  of  its  Board  of  Directors,  appoint  to  ex- 
amine the  same  ;  and  the  said  party  of  the  second  part  shall,  at 
its  ow^n  proper  cost  and  expense,  annually,  to  wit :  on  or  before 
the  first  day  of  April,  in  each  year,  during  the  continuance  of 
this  lease,  furnish  to  the  party  of  the  first  part  a  detailed  state- 
ment, duly  authenticated,  of  the  earnings,  income  and  receipts 
arising  from  the  said  demised  railways  and  premises,  during  the 
year  ending  with  the  31st  day  of  December  last  preceding  the 
said  first  day  of  April  ;  and,  also,  a  detailed  statement,  similarly 
authenticated,  of  all  expenditures  made  by  the  said  party  of  the 
second  part,  upon  the  said  demised  railways  and  premises,  in  the 
repair,  replacement,  renewal,  improvement  and  equipment  there- 
of, which  statement  shall  specify  the  purposes  of  any  and  all  such 
expenditures. 

And  it  is  hereby  further  agreed  and  declared  that  the  party 
of  the  second  part  shall,  at  its  own  proper  cost  and  expense,  from 
time  to  time,  and  whenever  necessary  for  the  use  of  the  party  of 
the  first  part,  make  out  and  finish,  to  the  said  party  of  the  first 
part,  any  and  all  reports  and  statements  which  the  said  party  of 
the  first  part  is  now  or  may  be  hereafter  required  to  make  or  file, 
under  or  by  virtue  of  any  law  of  either  of  the  States  of  Penn- 
sylvania, Ohio,  Indiana  or  Illinois,  now  existing,  or  which  may 
hereafter  be  enacted,  or  under  any  other  lawful  and  competent 
authority. 

Article  Sixteenth. — The  party  of  the  first  part  hereby 
agrees,  that,  for  the  purpose  of  enabling  the  party  of  the  second 
part  to  meet  the  obligations  of  the  party  of  the  first  part  to  the 
public,  by  making  from  time  to  time  such  improvements  upon 
and  additions  to  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 


262 

Railway,  in  the  extension  of  facilities  for  increased  business,  by 
additional  tracks  and  depots,  shops  and  equipments,  and  tlie  sub- 
stitution of  stone  or  iron  bridges  for  wooden  bridges,  or  steel  rails 
for  iron  rails,  the  party  of  the  first  part  will  issue,  from  time  to 
time,  a  special  stock  which  shall  bear  such  name  as  shall  be  here- 
after agreed  upon,  or  bonds,  or  other  securities,  which  shall  be 
issued  in  such  form  as  may  from  time  to  time  be  found  to  be 
most  available  with  respect  to  economy  of  interest  and  negotia- 
bility, and  shall  be  consistent  with  the  legal  powers  of  the  party 
of  the  first  part  and  the  rights  secured  by  these  presents ;  which 
special  stock,  or  bonds,  or  other  securities,  shall  be  issued  on  the 
conditions  following  :  The  said  party  of  the  second  part  shall 
guarantee  the  payment,  semi-annually  or  quarterly,  thereon,  of 
such  rate  of  interest  as  may  be  agreed  upon  between  the  parties 
hereto,  to  be  paid  by  the  said  party  of  the  second  part  to  the  hold- 
ers thereof,  without  deduction  from  the  rent  hereinbefore  reserved ; 
and  the  said  special  stock,  or  bonds,  or  other  securities,  shall 
be  issued  only  in  respect  to  improvements  of  and  additions  to  the 
said  railway  which,  and  estimates  and  specifications  of  which, 
shall  have  been  submitted  to  and  approved  by  the  said  party  of 
the  first  part,  in  writing  ;  and  all  such  improvements  or  additions 
shall  be  made  in  such  manner  as  shall  be  a])proved  by  the  said 
party  of  the  first  part.  The  party  of  the  first  part  shall  not  at 
any  time,  during  the  term  aforesaid  and  the  continuance  of  this 
lease,  make  or  issue  any  bond  or  obligation,  iu  addition  to  the 
bonds  hereinbefore  specified,  except  subject  to  this  case,  without 
the  consent  in  writing  of  the  said  party  of  the  second  part  first 
had  and  obtained  thereunto. 

Article  Seventeenth. — Possession  of  the  said  demised  rail- 
ways and  premises  shall  be  given  by  the  party  of  the  first  part  to 
the  party  of  the  second  part,  on  the  first  day  of  July,  in  the  year 
one  thousand  eight  hundred  and  sixty-nine  ;  and  upon  the  de- 
livery of  such  possession  the  said  party  of  the  first  part  shall 
transfer  and  deliver  to  the  said  party  of  the  second  part,  for  use 
upon  the  said  demised  railways  and  premises,  all  machinery, 
tools,  implements,  furniture,  fuel,  material  and  other  railroad 
supplies  belonging  to  the  said  party  of  the  first  part,  which  shall 
have  been  procured  for  the  use  of  the  said  railways,  or  either  of 
them,  and  shall  then  remain  on  hand  ;  and  the  said  party  of  the 
first  part  shall  settle,  pay  and  discharge  all  wages,  salaries  and 


253 


debts  and  liabilities  incurred  in  operating  the  said  demised  rail- 
ways, or  either  or  any  part  of  either  thereof,  up  to  that  time,  or 
for  construction  done  or  equipment  received  up  to  that  time,  and 
all  other  debts  and  liabilities  which  shall  have  matured,  or  been 
incurred,  prior  to  the  said  first  day  of  July,  except  those  herein- 
before agreed  to  be  paid  or  provided  for  by  the  said  party  of  the 
second  part;  provided,  and  it  is  hereby  agreed,  that  the  said 
party  of  the  second  part  shall  and  will,  at  the  end  of  the  terra 
aforesaid,  or  other  sooner  determination  of  this  lease,  transfer 
and  deliver  in  return,  to  the  said  party  of  the  first  part,  machin- 
ery, tools,  implements,  fuel,  materials  and  other  railroad  supplies 
equal  in  value  to  those  delivered  to  it  as  aforesaid. 


Article  Eighteenth. — The  said  party  of  the  second  part  shall, 
and  will,  at  all  times  during  the  term  aforesaid,  bear,  pay  and 
discharge,  at  its  own  proper  cost  and  expense,  and  without  deduc- 
tion from  the  rent  herein  before  reserved,  any  and  all  expenses, 
costs,  damages,  liabilities,  claims  and  demands  whatsoever,  which 
shall  or  may  arise  out  of  the  possession,  management  or  opera- 
tion of  the  said  demised  railways  and  premises,  or  of  either,  or  of 
any  of  either  thereof,  or  out  of  the  business  of  the  same ;  and 
shall  and  will  at  all  times  during  the  tei'iu  aforesaid,  hold,  save, 
and  keep,  harmless  and  indemnified,  the  said  party  of  the  first  part 
of,  from  and  against  any  and  all  expenses  of  operating  the  rail- 
ways and  premises  hereby  demised,  and  all  damages,  liabili- 
ties, actions  and  causes  of  action,  suits,  claims  and  demands  for 
injuries  to  persons  or  property,  or  for  causing  the  death  of  any 
person  or  thing  through  accident,  neglect  or  default,  during  said 
term,  or  for  breach  of  contract,  or  wrong  done  or  suffered  by  the 
said  party  of  the  second  part  in  the  refusal  to  transport,  or  neg- 
ligence in  transporting  any  person,  property,  or  thing,  or  by  the 
loss,  conversion,  or  non-delivery  of  any  property  which  the  said 
party  of  the  second  part  shall  have  agreed,  or  undertaken,  or  be 
bound  to  transport  over  the  said  railways,  or  either  or  any  part  of 
either  thereof,  or  which  the  said  party  of  the  first  part,  as  the 
owner  of  the  said  railways  hereby  demised,  or  either  or  any 
part  of  either  thereof,  is  or  shall  be  under  any  legal  obligation, 
by  contract,  public  duty,  or  otherwise,  to  transport  thereon ;  and 
of,  from  and  against  any  and  all  costs,  damages,  liabilities,  actions 
and  causes  of  action,  suits,  claims  and  demands  whatsoever, 
which  shall  or  may  arise  out  of  or  in  respect  to  the  management, 


254  ■ 

operation,  or  business  of  the  said  demised  railways  and  premises, 
or  either  or  any  part  of  either  thereof,  during  the  term  afore- 
said ;  and  the  said  party  of  the  second  part  shall  and  will  defend 
all  suits  and  claims  which  shall  or  may  be  brought  against  the 
party  of  the  first  part  during  the  said  term,  in  respect  to  any 
matter  or  thing  arising  out  of  the  management  or  operation  of 
the  said  demised  railways  or  either  or  any  part  of  either  thereof, 
and  indemnify  and  save  harmless  the  party  of  the  first  part  of, 
from  and  against  any  and  all  matters  and  things  whatsoever,  ex- 
isting or  to  arise,  which  might  or  could  be  a  charge  upon  or  op- 
erate to  reduce  the  rent  hereinbefore  reserved,  or  the  fund 
aforesaid,  to  be  applicable  to  the  payment  of  dividends  on  the 
stock  of  the  parly  of  the  first  part,  excepting  only  the  debts  and 
libalities  incurred  in  operating  the  said  demised  railways,  or 
either  or  any  part  of  either  thereof,  prior  to  the  first  day  of 
July,  in  the  year  1869,  which  are  mentioned  in  Article  Seven- 
teenth of  these  presents. 

And  it  is  hereby  further  declared  and  agreed  that  all  the 
provisions  of  this  article,  in  respect  to  indemnifying  and  saving 
harmless  the  party  of  the  first  part,  shall  apply  to  the  railways 
and  premises  of  which  leases  or  operating  contracts  are  hereby 
assigned,  and  each  thereof,  and  the  business  of  the  same,  during 
the  terms  of  such  leases  or  operating  contracts,  respectively,  in 
the  same  manner  and  to  the  same  extent  as  if  the  said  railways 
of  which  leases  or  operating  contracts  were  hereinbefore  assigned 
were  portions  of  the  premises  demised  by  these  presents. 

Article  Nineteenth. — In  case  the  said  party  of  the  second 
part,  its  successors  or  assigns,  shall  at  any  time  or  times  here- 
after, during  the  term  aforesaid,  fail  or  omit  to  pay  the  rent 
hereinbefore  mentioned  or  provided  to  be  paid  by  the  said  party 
of  the  second  part,  or  any  part  of  such  rent,  when  the  same  shall 
become  payable  as  hereinbefore  specified,  or  in  case  the  said 
party  of  the  second  part,  its  successors  or  assigns,  shall  fail  or 
omit  to  keep  and  perform  the  covenants  and  agreements  herein 
contained,  or  any  of  them,  and  shall  continue  in  default  in 
respect  to  the  performance  of  such  covenant  or  agreement  for 
the  period  of  ninety  days,  then,  and  in  either  and  every  such 
case  it  shall  be  lawful  for  the  said  party  of  the  first  part,  its 
successors  or  assigns,  at  its  or  their  own  option,  to  enter  into  and 
upon  the  railways  and   premises  hereinbefore  demised,  and  any 


256 

and  every  part  thereof,  and  remove  all  persons  therefrom  ;  and 
from  thenceforth  the  said  demised  railways  and  premises,  with 
the  equipments  and  appurtenances  thereof,  and  all  additions  and 
improvements  which  shall  have  been  made  to  the  same,  to  have, 
hold,  possess  and  enjoy,  as  of  the  first  or  former  estate  of  the 
said  party  of  the  first  part  in  the  said  demised  premises ;  and 
upon  such  entry  for  non-payment  of  rent  or  breach,  or  non-per- 
formance of  any  covenant  or  agreement  herein  contained,  to  be 
by  the  said  party  of  the  second  part  observed  or  performed,  all 
the  estate,  right,  title,  interest,  property,  possession,  claim  and 
demand  whatsoever  of  the  said  party  of  the  second  part,  its  suc- 
cessors or  assigns,  in  or  to  the  said  demised  railways  and  premises, 
or  either  or  any  part  of  either  thereof,  as  well  as  all  the  right, 
title  and  interest  of  the  said  party  of  the  second  part,  its  succes- 
sors or  assigns,  in,  under  or  by  virtue  of  the  leases,  contracts  and 
agreements,  or  either  of  them,  hereinbefore  assigned  or  trans- 
ferred to  the  said  party  of  the  second  part,  or  asssumed  by  it^ 
shall  wholly  and  absolutely  cease,  determine  and  become  void, 
anything  hereinbefore  contained  to  the  contrary  in  any  wise  not- 
withstanding ;  but  in  case  of  re-entry,  as  aforesaid,  the  rent  pro- 
vided in  Article  First  of  these  presents,  and  the  several  instal- 
ments thereof,  shall  be  apportioned  from  the  times  of  the  last 
preceding  payments  of  such  instalments  np  to  the  time  of  such 
re-entry,  and  such  portion  thereof  as  would  have  been  payable  in 
respect  to  the  intervening  time,  if  the  whole  period  in  respect  to 
which  such  instalments  were  payable  had  elapsed,  shall  be 
deemed  and  taken  to  be  due  and  payable,  and  the  same  shall  be 
paid  by  the  said  party  of  the  second  part;  and  it  is  further 
declared  and  agreed  that  such  re-entry  shall  not  waive  or  preju- 
dice any  claim  or  right  of  the  party  of  the  first  part  to  or  for 
damages  against  the  party  of  the  second  part  on  account  of  such 
non-payment  of  rent,  or  non-performance  or  breach  of  the  terms 
of  this  lease,  and  all  such  claims  and  rights  are  hereby  expressly 
preserved  to  the  said  party  of  the  first  part. 

Article  Twentieth. — The  said  party  of  the  second  part  here- 
by covenants,  promises  and  agrees  to  and  with  the  said  party  of 
the  second  part,  that  at  the  end  of  the  said  term,  or  other  sooner 
determination  of  this  lease,  the  said  party  of  the  second  part 
shall  re-deliver  and  surrender  up  to  the  said  party  of  the  first 
part,  its  successors  or  assigns,  the  said  demised  railways  and  pre- 


256 

mises,  in  at  least  as  good  order  and  condition  as  the  same  shall 
be  delivered  to  the  said  party  of  the  second  part  under  this  lease, 
and  with  such  additions,  betterments  and  improvements  as  shall 
have  been  made  thereto,  and  also  all  the  rolling  stock,  equip- 
ment and  other  property  delivered  under  this  lease,  in  as  good 
order  and  condition  as  reasonable  use  and  wear  thereof,  proper 
repairs  and  replacements  thereof  being  made  from  time  to  time, 
will  permit,  or  rolling  stock,  equipment  and  other  similar  pro- 
perty equal  in  value  thereto,  and  also  all  additional  rolling  stock 
or  equipment  which  shall  be  acquired  or  provided  for  use 
upon  the  said  railways  and  premises,  or  any  of  them,  or  upon 
any  of  the  railways,  held  by  the  party  of  the  first  part,  under 
leases  or  operating  contracts,  which  are  assigned  by  these  presents. 

Article  Twenty-first. — And  the  said  party  of  the  first  part 
hereby  covenants,  promises  and  agrees  to  and  with  the  said  party 
of  the  second  part,  its  successors  and  assigns,  that  the  said  party 
of  the  first  part,  its  successors  and  assigns,  sliall  and  will,  at  any 
time  or  times  hereafter,  and  whenever  thereunto  requested  by 
the  said  party  of  the  second  part,  its  successors  or  assigns,  exe- 
cute, acknowledge  and  deliver  to  said  party  of  the  second  part, 
its  successors  or  assigns,  at  the  proper  cost  and  expense  of  the 
said  party  of  the  second  part,  its  successors  or  assigns,  any  and 
all  such  other  or  further  instruments  and  assurances  in  the  law 
for  the  better  demising  and  leasing  of  the  said  railways  and  pre- 
mises to  the  said  party  of  the  second  part,  its  successors  and 
assigns,  upon  and  subject  to  all  and  singular  the  rents,  coven- 
ants, agreements  and  conditions  hereinbefore  reserved  and  men- 
tioned, as  by  the  said  party  of  the  second  part,  its  successors  or 
assigns,  or  by  its  or  their  counsel  learned  in  the  law,  shall  be 
reasonably  advised,  devised  or  required  ;  and  the  said  party  of 
the  second  part  covenants,  promises  and  agrees  to  and  with  the 
said  party  of  the  first  part,  its  successors  and  assigns,  that  the 
said  party  of  the  second  part,  its  successors  or  assigns,  shall  and 
will,  at  any  time  or  times  hereafter,  and  whenever  thereunto 
requested  by  the  said  party  of  the  first  part,  its  successors  or 
assigns,  execute,  acknowledge  and  deliver  to  the  said  party  of  the 
first  part,  its  successors  or  assigns,  any  and  all  instruments  for 
the  more  effectually  assuring  unto  the  said  party  of  the  first  part, 
its  successors  and  assigns,  the  payment  of  the  rent  hereinbefore 
reserved,  or  agreed  to  be  paid,  and  the  performance  of  the  pro- 


257 


mises  and  agreements  Iiereinbefore  set  forth  on  the  part  and 
behalf  of  the  said  party  of  the  second  part,  to  be  performed,  as 
bv  the  said  party  of  the  first  part,  its  successors  or  assigns,  or  by 
its  or  their  counsel  learned  in  the  law,  shall  be  reasonably  ad- 
vised, devised  or  required. 

Article  Twenty -Second. — It  is  hereby  expressly  declared  and 
agreed  by  and  between  the  parties  hereto,  that  these  presents, 
and  all  the  articles,  covenants,  agreements,  terms  and  conditions 
thereof,  shall  take  effect  on  the  first  day  of  July,  1869,  and  the 
same  shall  be  binding  upon  the  said  parties  hereto  respectively, 
and  their  respective  successors  and  assigns. 

In  witness  whereof,  the  parties  hereto  have  caused 
their  respective  corporate  ses^ls  to  be  hereunto  aftixed, 
and  the  same  to  be  attested  by  the  signatures  of  their 
respective  Presidents  and  Secretaries,  the  day  and  year 
first  above  written. 


Seal 

P.,  F.  W.  &  C. 

Railway  Co. 


G.  W.  CASS, 
President  P.,  R  W.  dc  C.  Ry.  Co. 

F.  M.  HUTCHINSON, 
Secretary  P.,  F.  W.  &  O.  E'y  Co. 


Sealed  and  delivered 
in  the  presence  of — 

Thos.  D.  Messler, 

J.    N.    MoCuLLOUGH. 


Seal 

Penna.  R.  R. 

Company. 


J.  EDGAK  THOMSON, 
President  PenrC  a.  R.  R.  Co. 

JOS.  LESLEY, 
Secretary  PenrCa.  P.  P.  Co. 


Sealed  and  delivered 
in  the  presence  of — 

IL    J.    LOMBAERT, 

Wm.  J.  Howard. 


258 


BONDHOLDEKS'    MEETING,  TO  ACT  ON  THE  FOKE- 
GOING  LEASE. 

Notice  to  the  holders  of  the  First  and  Second  Mortgage  Bonds 
of  the  Pittsburgh^  Fort    Wayne  and  Chicago  Railway  Co. : 

In  pursuance  of  the  authority  vested  in  the  Trustees  under 
the  respective  deeds  of  trust  or  mortgage  securing  the  payment 
of  the  First  and  Second  Mortgage  Bonds,  respectively,  of  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Kailway  Company,  and  in 
conformity  with  the  By-law  in  relation  to  the  meetings  of  said 
bondholders,  adopted  April  7,  1864,  which  provides  that  in  the 
absence  from  the  country  of  either  of  the  Trustees,  meetings  of 
the  bondholders  may  be  called  by  the  other  Trustee,  the  under- 
signed Trustee  under  the  said  deeds,  his  associate  Trustee  being 
now  absent  from  the  country,  hereby  calls  a  meeting  of  the 
holders  of  the  said  First  Mortgage  Bonds,  and  also  a  meeting  of 
the  holders  of  the  said  Second  Mortgage  Bonds,  to  be  held  at  the 
office  of  the  said  Company  in  the  City  of  Pittsburgh,  on  the 
twenty-fourth  day  of  June,  1869,  at  12  o'clock,  noon,  of  that 
day,  for  the  purpose  of  considering  and  acting  upon  any  and  all 
such  questions  as  may  arise  in  reference  to  the  lease  of  the  rail- 
ways of  the  said  Company  to  the  Pennsylvania  Railroad  Com- 
pany, or  in  reference  to  the  conversion  of  the  present  stock  of 
the  said  Company  into  a  guaranteed  stock  of  a  larger  aggregate, 
upon  which  dividends,  at  the  rate  of  seven  per  centum  per 
annum,  payable  quarterly  out  of  the  rental  reserved  in  the  said 
lease,  shall  be  paid,  and  also  for  the  purpose  of  considering  and 
acting  upon  any  and  all  other  matters  which  may  come  before 
the  said  meetings  or  either  of  them. 

S.  J.  TILDEN, 

Trustee. 


259 


ACTION  OF  THE  DIRECTORS 

AND  OP  THE 

STOCK   AND   BONDHOLDERS 
IN  ACCEPTANCE,  APPROVAL  &  RATIFICATION 

OF  THE 

FORE&OIN&  LEASE  OF  THE  COMPANY'S  RAILROAD, 


DIRECTORS'  MEETING. 


Tuesday,  June  22d,  1869. 

The  Board  of  Directors  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  met  this  day,  at  12  o'clock,  noon,  at 
the  principal  office  of  the  Company,  in  the  City  of  Pittsburgh, 
pursuant  to  adjournment. 

Present — George  W.  Cass,  President;  J.  F.  D.  Lanier,  S. 
J.  TiLDEN,  Louis  H.  Meyer,  Springer  Harbaugh,  Pliny 
HoAGLAND,  John  L.   Dawson. 

The  President  took  the  chair.  The  minutes  of  the  last  pre- 
ceeding  meeting  (June  4:th,  1861),)  were  read  and  approved ;  and 
there  being  no  further  business  before  the  meeting,  on  motion  of 
Springer  Harbaugh,  Esq.,  the  Board  adjourned  to  meet  at  the 
same  place  on  Friday,  the  25th  inst.,  at  11  o'clock  A.  M. 

Friday,  June  25,  1869. 
The  Board  of  Directors  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  met  this  day,  at    11  o'clock,  A.  M.,  at 
the  principal  office  of  the  Company,  at   the  City  of  Pittsburgh, 
pursuant  to  the  adjournment  of  the  23d  inst. 

Present — George  W.  Cass,  President ;  J.  F.  D.  Lanier,  S.  J. 
TiLDEN,  Louis  H.  Meyer,  Springer  Harbaugh,  Pliny  Hoag- 
LAND,  John  Sherman,  John  L.  Dawson,  Kent  Jarvis. 


260 

The  President  took  the  chair  and  reported  to  the  Board  that 
since  their  last  meeting  he  had  caused  the  lease  of  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Kailway  and  the  other  roads 
owned  or  leased  by  this  Company,  which  connect  therewith, 
to  be  duly  executed,  under  date  of  June  7th,  1869 ;  that  the  cor- 
porate seal  had  been  thereto  affixed,  and  the  same  attested  by  his 
own  signature  as  President,  and  that  of  F.  M.  Hutchinson  as 
Secretary. 

Whereupon  the  following  preamble  and  resolution  were 
offered  by  Hon.  John  Sheeman,  viz. : 

Whereas^  it  is  announced  by  the  President  of  this  Company 
to  the  Board  of  Directors,  that  the  lease  bearing  date  on  the  sev- 
enth day  of  June  instant,  and  a  copy  whereof  is  set  forth  at 
length  in  the  minutes  of  the  meeting  of  this  Board  held  on  the 
4th  instant,  has  been  duly  executed  on  behalf  of  this  Com- 
pany, in  pursuance  of  the  resolutions  of  the  Board  passed  on  the 
said  4th  instant;  and  whereas,  at  meetings  of  the  stock- 
holders and  bondholders  of  this  Company,  held  yesterday  and  to- 
day, at  this  city,  the  said  lease  to  the  Pennsylvania  Railroad 
Company  of  the  said  railways  has  been  approved  and  ratified  by  a 
large  majority  in  interest  of  the  said  stockholders,  and  of  each 
class  of  the  bondholders  ;   therefore, 

Resolved^  That  the  action  of  the  President  and  Secretary  in 
executing  the  said  lease  to  the  Pennsylvania  Railroad  Company 
be  and  the  same  is  hereby  approved,  and  that  the  President  be  and 
he  is  hereby  authorized  and  directed  to  deliver  to  the  said  Penn- 
sylvania Railroad  Company,  in  conformity  with  the  terms  of  the 
said  lease,  the  railways  and  property  therein  embraced,  to  be  held 
subject  to  and  upon  the  agreements,  terms  and  conditions  of  the 
said  lease. 

Which  preamble  and  resolution  were,  on  motion,  unanimously 
adopted. 

Mr.  Sherman  then  offered  the  following  further  preamble  and 
resolution,  which  were  also,  on  motion,  unanimously  adopted, 
viz.  : 

Whereas^  the  railways  of  this  Company  shall,  on  the  first  day 
of  July,  prox.,  under  and  by  virtue  of  the  lease  to  the  Pennsyl- 
vania Railroad  Company  pass  under  the  management  of  the  said 
Pennsylvania  Railroad  Company,   which    will   make   inoperative 


2«1 

many  of  the  By-Laws  of  this  Company,  and  render  superfluous 
the  organization  and  general  rules  for  the  business  of  operating 
the  railway ;  therefore, 

Resolved^  That  from  and  after  the  first  day  of  July,  1869, 
the  organization  for  conducting  the  business  of  operating  the 
railways  of  this  Company,  and  the  general  rules  in  relation  to. 
such  business,  shall  be,  and  the  same  are  hereby  declared  to  be 
suspended  until  the  further  orders  of  this  Board,  and  from  thence- 
forth until  such  further  orders,  any  and  all  persons  who  may  be  em- 
ployed by  this  Company,  shall  be  subject  to  the  direct  orders  of 
the  President. 

Resolved^  That  the  President  be  and  he  is  hereby  authorized 
and  directed  to  cause  a  revision  of  the  By-Laws  to  be  prepared, 
suited  to  the  new  condition  upon  which  the  Company  is  about  to 
enter,  and  that  he  submit  the  same  to  this  Board. 

Resolved^  That  there  be  and  is  hereby  constituted  an  Execu- 
tive Committee  of  this  Board,  consisting  of  the  President,  who 
shall  ex  officio  be  Chairman,  and  three  other  members  of  the 
Board,  which  Committee  shall  have,  when  the  Board  is  not  in  ses- 
sion, all  the  powers  of  the  Board  which  can  be  lawfully  dele- 
gated to  or  exercised  by  them.  Such  Committee  shall  keep  a  full 
record  of  all  their  proceedings,  and  submit  the  same  to  the  Board 
from  time  to  time  as  the  latter  may  be  convened. 

Resolved^  That  the  President  of  the  Company,  with  James  F. 
D.  Lanier,  Samuel  J.  Tilden  and  Louis  H.  Meyer,  Esqrs.,  be  and 
they  are  hereby  constituted  such  Executive  Committee  until 
otherwise  ordered  by  this  Board. 

Resolved^  That  until  the  further  orders  of  the  Board  the 
monthly  payments  to  be  made  by  the  Pennsylvania  Railroad 
Company,  under  the  lease  mentioned  in  the  foregoing  resolutions, 
shall  be  made  directly  to  Messrs.  Winslow,  Lanier  &  Co.,  of  the 
City  of  New  York,  the  Transfer  Agents  of  this  Company  in  that 
city,  who  will  notify  the  Treasurer  of  each  payment  of  said  rent 
as  the  same  shall  be  made. 

Resolved^  That  the  sum  of  $1,380,000,  rental,  reserved  under 
the  said  lease  as  a  dividend  fund  for  the  benefit  of  the  stock- 
holders, shall  be  distributed  to  the  stockholders  in  quarterly  divi- 
dends, payable  on  the  first  Tuesday  following  the  first  Monday 


262 

in  each  of  the  months  of  January,  April,  July  and  October  in 
each  year,  commencing  with  the  dividend  to  become  due  in 
October,  1869,  and  that  the  transfer  books  of  the  Company  shall 
be  closed  for  two  weeks  previously  to  the  payment  of  each  divi- 
dend unless  hereafter  otherwise  ordered  by  this  Board. 

J.  F.  D.  Lanier,  Esq.,  offered  the  following  preamble  and 
resolution,  which,  on  motion,  were  adopted. 

Whereas^  the  Company  has  for  several  years  past  anticipated 
the  payment  of  the  interest  on  its  Third  Mortgage  or  Income 
Bonds,  by  paying  the  same  on  the  first  days  of  January  and 
July  instead  of  the  first  days  of  April  and  October  in  each 
year. 

But  whereas,  under  the  aforesaid  lease  the  moneys  applicable 
to  the  payment  of  such  interest  on  the  said  Third  Mortgage  or 
Income  Bonds,  is  not  payable  until  the  28th  days  of  March  and 
September  in  each  year  ;  therefore. 

Resolved,  That  the  interest  on  the  said  Third  Mortgage  or  In- 
come Bonds  be  hereafter  paid  on  the  days  provided  for  the  pay- 
ment thereof,  in  the  agreement  of  April  8th,  1864,  made  be- 
tween this  Company  and  the  Trustees  under  the  mortgage  secur- 
ing the  payment  of  said  bonds,  to  wit :  on  the  the  first  days  of 
April  and  October  in  each  year,  and  that,  as  a  concession  to  the 
said  bondholders,  the  three  months  interest  on  the  interest,  which 
will  accrue  on  said  bonds  up  to  the  first  day  of  October  next,  be 
paid  on  that  day. 

J.  F.  D.  Lanier,  Esq.,  also  offered  the  following  resolution, 
which,  on  motion,  was  unanimously  adopted,  viz.  : 

Resolved,  That  the  regular  quarterly  dividend  (No.  21)  of  two 
and  one-half  (2^)  per  cent,  free  of  Government  tax,  upon  the 
capital  stock  of  the  Company  be  and  the  same  is  hereby  declared, 
for  the  quarter  ending  on  the  30th  day  of  June,  instant,  and  that 
the  same  be  payable  on  and  after  Friday,  the  sixteenth  day  of 
July,  proximo,  at  the  ofiice  of  Winslow,  Lanier  &  Co.,  No.  27 
Pine  street,  in  the  City  of  New  York,  to  the  stockholders  of  this 
Company  registered  in  New  York,  and  at  the  ofiSce  of  the  Trea- 
surer in  Pittsburgh  to  those  registered  at  the  last  mentioned 
place,  and  that  the  transfer  books  close  on  Tuesday,  the  6th  day 
of  July,  1869,  at  2  o'clock  P.  M.,  and  reopen  on  Thursday,  the 
22d  day  of  July,  1869,  at  10  o'clock  A.  M. 


263 

Springer  Harbaugh,  Esq.,  offered  the  following  preamble 
and  resolution,  which,  on  motion,  were  adopted,  viz.  : 

Whereas^  at  the  stockholders'  meeting,  held  yesterday,  the  fol- 
lowing resolution  was  adopted  : 

"  Resolved,  That  as  inasmuch  as  in  and  by  the  provisions  of 
the  lease  of  the  railway  of  this  Company  to  the  Pennsylvania 
Kailroad  Company,  after  satisfying  the  liabilities  of  the  Company, 
for  interest  and  the  sinking  funds,  a  perpetual  dividend  fund 
is  provided  adequate  to  pay  twelve  per  cent,  upon  the  existing 
stock  of  this  Company,  free  and  clear  of  all  taxes  which  may 
operate  as  a  deduction  from  the  said  dividends,  it  is  expedient 
that  a  guaranteed  stock,  entitled  to  dividends  at  the  rate  of  seven 
per  cent,  per  annum,  payable  quarterly,  in  such  form,  and  with 
such  guarantees  as  the  Board  of  Directors  may  prescribe,  and  of 
such  aggregate  amount  as  the  annual  rental  of  one  million  three 
hundred  and  eighty  thousand  dollars  shall  suffice  to  pay  divi- 
dends upon,  at  the  aforesaid  rate  of  seven  per  cent,  per  annum, 
shall  be  created  ;  and  that  the  same  shall  be  issued  in  substitu- 
tion of  the  now  existing  stock  in  such  manner  and  on  such  terms 
as  the  Board  of  Directors  may  provide,  and  that  the  Board  of  Di- 
rectors and  such  committee  or  officers  as  they  may  designate,  are 
hereby  vested  with  all  powers  which  the  stockholders  can  confer, 
and  which  may  be  necessary  or  proper  to  carry  this  substitution 
into  complete  effect." 

And  whereas^  at  meeting  of  the  First  and  Second 
Mortgage  Bondholders,  respectively,  duly  convened  and 
held  at  this  City,  yesterday,  and  to-day,  each  of  the  said  classes 
of  bondholdei*s,  did  by  a  large  majority,  in  interest,  consent  to 
the  creation  and  issue  of  the  said  capital  stock,  to  be  issued  in 
substitution  for  the  existing  stock,  to  such  aggregate  amount, 
that  the  sum  of  one  million  three  hundred  and  eighty  thousand 
dollars,  rental  reserved,  as  a  dividend  fund  under  the  said  Lease 
to  the  Pennsylvania  Railroad  Company,  should  be  equal  to  not 
less  than  seven  per  cent,  per  annum  thereto,  therefore  be  it 

Resolved,  That  the  Executive  Committee  be  and  is  hereby 
vested  with  authority  to  do  every  act  and  thing  which  may  be 
necessary  or  proper  to  carry  the  aforesaid  resolutions  of  the  stock- 
holders into  full  and  complete  effect,  in  such  manner  as  in  their 
judgment  shall  be  most  advisable. 

Jno.  L.  Dawson,  Esq.,  offered  the  following  resolution,  which, 
on  motion,  was  adopted,  viz. : 


264 

Resolved,  That  the  Executive  Committee  be  and  is  hereby  di- 
rected and  empowered  to  make  such  contract  with  the  Grand 
Rapids  and  Indiana  Railroad  Company,  or  such  Company  as  may 
become  the  owner  of  said  Grand  Rapids  and  Indiana  Railroad, 
as  is  contemplated  in  the  lease  to  the  Pennsylvania  Railroad  Com- 
pany, and  as  authorized  by  resolution  of  the  stock  and  bond  hold- 
ers, at  the  adjourned  meeting  held  yesterday ;  Provided,  there 
shall  be  a  stipulation  in  said  contract  to  require  the  first  moneys 
arising  from  the  sale  of  any  and  all  bonds  which  may  be  guaran- 
teed by  this  Company,  to  be  expended  in  the  construction  of  said 
road  northward  continuously  from  Fort  Wayne,  Indiana. 


265 


ADJOURNED   ANNUAL   MEETING 

OF   THE 

STOCK  AND  BONDHOLDERS 

OF   THE 

PITTSBURGH,  FORT  WAYNE  AND  CHICAGO  RAIL- 
WAY COMPANY. 


PiTTSBUKGH,   FORT  WaYNE  ^VND   CHICAGO  RAILWAY  Co., 

Office  of  the  Secretary, 

Pittsburgh,  June  5, 1869. 

By  virtue  of  authority  conferred  by  resolution  of  the  Stock  and  Bond- 
holders of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  at  the 
annual  meeting,  held  at  the  office  of  the  Company,  in  this  city,  March  17, 
A.  D.  1869,  an  adjourned  meeting  of  said  annual  meeting,  will  be  held  at  the 
general  office  of  the  Company,  in  the  City  of  Pittsburgh,  at  10  o'clock,  A.  M., 
of  June  24th,  inst. ,  for  the  purpose  of  considering  and  acting  upon  a  Lease  for 
a  period  of  nine  hundred  and  ninety-nine  years,  of  the  railway  and  property 
of  this  Company,  to  the  Pennsylvania  Railroad  Company,  and  to  act  upon 
such  other  business  as  may  come  before  said  adjourned  meeting.  The  books 
for  the  transfer  of  stock  and  bonds  of  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company  will  close  at  2  P.  M.,  on  Monday  the  14th  of  June,  at  the 
Agency  in  New  York,  Winslow,  Lanier  &  Co.,  27  Pine  Street,  and  at  the 
OfBce  in  Pittsburgh,  and  will  re-open  on  the  25th  of  June. 

By  order  of  the  President, 

F.  M.  HUTCHINSON,  Secretary. 

Pittsburgh,  June  24th,  1 869. 

A  meeting  of  the  Stockholders  and  Bondholders  of  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  was 
held  this  day,  commencing  at  10  o'clock,  A.  M.,  at  the  principal 
office  of  the  Company,  in  the  City  of  Pittsburgh,  pursuant  to  an 
adjournment,  and  the  foregoing  notice,  which  was  duly  published 
in  conformity  with  the  resolution  passed  17th  March,  1869. 

The   meeting  was  organized  by  James   S.   Ckaft,  Esq.,  of 


266 

Pittsburgh,  resuming  the  Chair  ;  F.  M.  Hutchinson  being  Secre- 
tary. 

George  W.  Cass,  the  President  of  the  Company,  presented 
the  form  of  Lease,  bearing  date  June  7,  1869,  for  a  period  of 
nine  hundred  and  ninety-nine  (999)  years,  of  the  Railways  of 
this  Company  to  the  Pennsylvania  Eailroad  Company,  which 
was  read  by  the  Secretary  and  is  as  follows : 

(For  Lease,  see  page  225.) 

And  after  discussion  of  the  same 

Samuel  J.  Tilden,  Esq.,  presented  and  moved  the  adoption 
of  the  resolutions  hereinafter  set  forth,  and  marked  Nos.  1,  2  and 
3,  which  resolutions  were  read  by  the  Secretary,  as  follows,  viz. : 

No.   1. 

JResohed,  That  we,  the  stockholders  and  bondholders  of  the 
Pittsburgh,  Fort  Wayne  and  Chicago  R-ailway  Company,  hereby 
assent  to  and  approve  of  the  lease  of  the  railways  of  the  said  Com- 
pany to  the  Pennsylvania  Railroad  Company,  for  the  period  of 
nine  hundred  and  ninety-nine  years,  upon  the  terms  and  condi- 
tions, and  for  the  annual  rental  reserved  and  mentioned  in  a  cer- 
tain Indenture  of  Lease  thereof,  bearing  date  on  the  seventh  day 
of  June,  1869,  executed  by,  or  on  behalf  of,  the  said  Pennsyl- 
vania Railroad  Company,  and  now  just  submitted  to  us  ;  and  that 
we  hereby  aasent  to  and  approve  of  the  execution  and  delivery  of 
such  lease  on  behalf  of  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company :  provided,  however,  that  the  assent 
and  approval  shall  not  be  construed  to  waive,  alter,  or  impair  the 
existing  liens  of  the  respective  deeds  of  trust  or  mortgage,  by 
which  the  payment  of  the  respective  bonds  is  secured,  but  that 
this  assent  and  approval  is  hereby  expressly  declared,  and  is 
given,  upon  the  condition,  that  the  said  lease  shall  be,  and  shall 
ever  hereafter  be,  deemed  and  taken  to  be  subordinate  to  the 
aforesaid  liens. 

No.  2. 

Resolved.  That  the  assent  of  the  stockholders  is  hereby  given 
to  the  making  by  the  Board  of  Directors  of  this  Company,  of 
such  contract  as  is  contemplated  in  Article  Thirteenth  of  the 


267 

lease  this  day  submitted,  upon  the  terms  and  conditions  and  upon 
the  approval  and  assumption  by  the  lessee  as  in  the  said  article 
contemplated. 

No.  3. 

Resolved,  That  inasmuch  as  in  and  by  the  provisions  of  the 
lease  of  the  railway  of  this  Company  to  the  Pennsylvania  Kail- 
road  Company,  after  satisfying  the  liabilities  of  the  Company  for 
interest  and  sinking  funds,  a  perpetual  dividend  fund  is  provided 
adequate  to  pay  twelve  per  cent,  upon  the  existing  stock  of  this 
Company,  free  and  clear  of  all  taxes  which  may  operate  as  a  de- 
duction from  the  said  dividends,  it  is  expedient  that  a  guaranteed 
stock  entitled  to  dividends  at  the  rate  of  seven  per  cent,  per  annum, 
payable  quarterly  in  such  form' and  with  such  guaranties  as  the 
Board  of  Directors  may  prescribe,  and  of  such  aggregate  amount 
as  the  annual  rental  of  one  million  three  hundred  and^eighty  thou- 
sand dollars  shall  suffice  to  pay  dividends  upon  at  the  aforesaid 
rate  of  seven  per  cent,  per  annum  shall  be  created,  and  that  the 
same  shall  be  issued  in  substitution  of  the  now  existing  stock,  in 
such  manner  and  upon  such  terms  as  the  Board  of  Directors  may 
provide,  and  that  the  Board  of  Directors  and  such  committee  or 
officers  as  they  may  designate  are  hereby  vested  with  all  powers 
which  the  stockholders  can  confer,  and  which  may  be  necessary 
or  proper  to  carry  this  substitution  into  complete  effect. 

The  question  being,  what  action  will  the  meeting  take  upon 
the  above  resolutions  presented  by  Mr.  Tilden,  George  W.  Cass, 
the  President,  moved  that  they  be  submitted  separately  to  the 
vote  of  the  stock  and  bond  holders,  and  that  the  stock  and  bond 
holders  vote  thereon  by  ballot,  which  was  agreed  to  ;  whereupon, 
the  Chairman  appointed  Messrs.  J.  T.  Brooks,  James  P.  Farley 
and  Wm.  Leaf  tellers,  to  receive,  count  and  make  record  and  re- 
turn of  the  vote  cast;  and  the  stock  and  bond  holders  thereupon 
proceeded  to  vote  upon  such  resolutions  separately,  and  the  voting 
being  concluded,  George  W.  Cass  moved  that  the  meeting  do 
now  adjourn  for  the  purpose  of  enabling  the  tellers  to  count  and 
make  a  report  of  the  votes  cast,  and  that  it  stand  adjourned  until 
to-morrow  morning  at  10  o'clock,  which  was  agreed  to ;  where- 
upon the  meeting  adjourned  accordingly. 

Friday  Morning,  June  25,  '69. 

Agreeably  to  the  adjournment  of  yesterday,  the  stockholders 
and  bondholders  of  the  Pittsburgh,  Fort  Wayne  and   Chicago 


268 

Kail  way  Company  met  at  the  general  office  of  the  Company,  in 
the  City  of  Pittsburgh,  at  10  o'clock  this  day,  J.  S.  Craft  being 
Chairman  and  F.  M.  Hutchinson,  Secretary. 

J.  F.  D.  Lanier,  Esq.,  presented  and  read  to  the  meeting  the 
following  return  of  the  tellers  appointed  at  yesterday's  meeting 
to  receive  and  count  the  votes  to  be  cast  upon  the  adoption  or 
rejection  of  resolutions  submitted  yesterday  by  Mr.  Tilden,  and 
numbered  one,  two,  and  three,  respectively,  which  return  was  as 
follows : 

The  subscribers  having  been  chosen  and  duly  qualified  to  act 
as  tellers  of  election  at  the  meeting  of  the  stock  and  bond  holders 
of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Kail  way  Company, 
held  at  their  office  in  the  City  of  Pittsburgh,  on  the  24th  day  of 
June,  1869,  having  fully  discharged  their  duties  in  the  premises, 
submit  the  following  report :  At  said  meeting  three  separate  and 
independent  resolutions  were  submitted  to  the  stock  and  bond 
holders,  numbered  consecutively  one,  two  and  three.  The  first  of 
said  resolutions  expressing  the  concurrence  of  the  stock  and  bond 
holders  of  said  Kailway  Company  in  the  lease  of  the  Railway 
and  appurtenances  of  said  Company  to  the  Pennsylvania  Kail- 
road  Company. 

The  second  expressing  the  assent  of  the  stockholders  to  the 
making  of  a  certain  contract  by  the  Directors  of  said  Company, 
with  the  Grand  Kapids  and  Indiana  Kailroad  Company,  and  to 
the  assumption  of  .said  contract  by  said  Pennsylvania  Kailroad 
Company. 

The  third  declaring  it  to  be  expedient  that  a  guaranteed 
stock  entitled  to  dividends  at  the  rate  of  seven  per  cent,  per  an- 
num, be  created  and  issued  in  substitution  of  the  existing  stock 
of  said  Pittsburgh,  Fort  Wayne  and  Chicago  Kailway  Company, 
which  resolutions  in  full  are  a  part  of  the  proceedings  of  this 
meeting. 

We  do  further  find  that  the  full  number  of  votes  cast  at  said 
election  was  one  hundred  and  eighty-six  thousand  nine  hundred 
and  eighteen  (186,918),  composed  as  follows : 

1st  2d  Sd  ^quip- 

Mortgage      Mortgage        Mortgage  ment 

Bonds.  Bonds.  Bonds.  Bonds.  Stocks. 

42,610  38,280  14,870  8,800  82,358 

In  favor  of  said  first  resolution,  one  hundred  and  seventy-nine 


269 

thousand  seven  hundred  and  one  (179,701) ;  against  said  first  reso- 
lution, seven  thousand  two  hundred  and  seventeen  (7,217) ;  in 
favor  of  said  second  resolution,  one  hundred  and  eighty-six 
thousand  nine  hundred  and  eighteen  (186,918) ;  against  said 
second  resolution,  none. 

In  favor  of  said  third  resolution,  one  hundred  and  sixty-two 
thousand  six  hundred  and  thirty-six  (162,636) ;  against  said  third 
resolution,  tv^enty-four  thousand  two  hundred  and  eighty-two 
(24,282),  all  of  which  is  respectfully  submitted. 

J.   T.  BEOOKS,  ) 

J.  P.  FAKLEY,  y  Tellers  of  Election. 

WM.  LEAF.        ) 

Which  said  report  was  ordered  to  be  entered  at  length,  upon 
the  minutes. 

A  majority  of  the  votes  having  been  cast  in  the  affirmative, 
on  each  of  the  said  resolutions,  the  Chairman  declared  each  of 
them  adopted. 

George  W.  Cass,  Esq.,  then  moved  that  when  this  meeting 
adjourn,  it  will  adjourn  to  meet  at  the  call  of  the  President  of 
the  Company,  upon  ten  days'  notice ;  which  was  agreed  to,  and 
the  meeting  adjourned  accordingly. 

F.  M.  HUTCHINSON, 

Secretary. 


270 


REVIEW    OF    THE    HISTORY 

AND 

MANAGEMENT  OF  THE  RAILWAY. 


{Published  ly  the  N.  T.  Times,  in  Juhj,  1869.) 

An  example  of  able,  successful,  and  honest  railway  manage- 
ment presents  itself  to  notice  and  discussion,  as  a  matter  of  the 
first  importance  to  all  readers  interested,  as  stock  and  bond 
holders  or  otherwise,  in  the  i-ailway  system  of  the  United  States, 
by  reason  of  the  recent  lease  of  one  of  our  great  western  lines,  to 
the  Pennsylvania  Eailroad  Company. 

In  1859,  the  Pittsburg,  Fort  Wayne  and  Chicago  Railroad, 
in  common  with  most  other  lines,  was  overwhelmed  in  the  finan- 
cial revulsion  which  had  swept  with  resistless  force  over 
the  whole  country.  The  road  had  been  just  opened  to  Chicago. 
The  line  was  originally  undertaken  by  three  companies,  none  of 
which  possessed  means  at  all  adequate  to  the  construction  of  their 
several  links.  The  road,  when  opened,  was  hardly  more  than 
half  completed.  Its  earnings  not  equaling  one  quarter  their 
present  amount,  were  wholly  insufficient  to  meet  current  expenses 
and  the  interest  on  its  funded  debt 

Default,  by  necessary  consequence,  was  made  on  all  classes 
of  its  securities.  Bankruptcy  stared  the  concern  full  in  the  face, 
threatening  the  loss  of  nearly  the  whole  amount  invested. 

In  this  crisis,  a  meeting  of  its  creditors,  chiefly  First  Mortgage 
Bondholders,  was  called  at  the  office  of  Winslow,  Lanier  &  Co. 
to  consider  what  was  to  be  done.  This  class  of  creditors,  of 
course,  had  the  precedence.  If  they  insisted  upon  the  letter  of 
the  law,  they  would  inevitably  cut  off  all  subsequent  parties  in 
interest,  who  represented  an  amount  of  capital  invested  in  the 
road  twice  greater.  After  much  deliberation  it  was  decided  to 
raise  a  Committee,  to  be  invested  with  full  power,  and  if  possible 
save  the  interests  of  all. 

This  Committee  consisted  of  Mr.  J.  F.  D.  Lanier,  who  was 
appointed  by  the  creditors  its  chairman  ;  Mr.  Samuel  J.  Tilden  ; 
Mr.  Louis  II.  Meyer ;  Mr.  J.  Edgar  Thomson,  President  Penn- 
sylvania Railroad,  and  Mr.  Samuel  Hanna,  of  Fort  Wayne. 


271 

To  give  some  idea  of  the  chaos  existing  in  the  afPairs  of  the 
Company,  we  may  state  that  there  were  outstanding  at  the  time 
nine  different  classes  of  bonds,  secured,  in  one  way  or  another, 
upon  the  different  portions  of  the  road  ;  two  classes  secured  by 
real  estate  belonging  to  the  Company,  and  several  issued  in  the 
funding  of  coupons.  Upon  all  these  interest  for  several  years, 
amounting  to  many  millions  of  dollars,  was  overdue.  The  prin- 
cipal sums  of  several  of  the  first  mortgages  were  speedily  to 
mature.  The  Company  also  owed  more  than  $2,000,000  of  float- 
ing debt,  portions  of  it  in  the  form  of  judgments  recovered  in 
the  State  Courts.  The  road  was  in  extremely  bad  condition,  and 
required  the  expenditure  of  a  large  sum  to  enable  it  to  conduct 
its  business  with  any  degree  of  economy  or  dispatch. 

Such  was  the  condition  of  affairs  vvhen  the  Committee  com- 
menced work.  The  value  of  the  securities  of  the  Company  was 
merely  nominal.  Its  stock  would  not  sell  for  five  cents  on  the 
dollar.  Each  class  of  creditors  was  striving  to  gain  some  advan- 
tage at  the  expense  of  the  others.  The  first  step  of  the  Com- 
mittee, consequently,  was  to  put  the  property  beyond  the  reach  of 
individuals  and  in  the  custody  of  the  Courts.  An  order  for  this 
purpose  was  obtained  in  the  United  States  District  Court  for  the 
Northern  District  of  Ohio,  on  the  17th  of  January,  1860,  and  Mr. 
Wm.  B.  Ogden  was  appointed  Receiver. 

The  Committee  set  out  with  the  determination  of  preserving, 
if  possible,  the  rights  of  all  the  parties  in  interest,  not  alone  those 
of  the  First  Mortgage  Bondholders.  It  was  hoped  that  when 
the  property  was  put  beyond  the  reach  of  individual  creditors,  an 
arrangement  might  be  effected,  and  the  rights  of  the  various 
parties  preserved  in  the  relations  they  had  previously  main- 
tained. 

But  such  an  adjustment  required  the  assent  of  each  creditor 
and  stockholder.  This,  in  the  multiplicity  and  conflict  of  inter- 
ests, it  was  found  impossible  to  obtain.  The  next  and  only  re- 
maining course  was  to  sell  the  road  and  property  of  the  Company 
by  an  order  of  Court  in  behalf  of  the  First  Mortgages.  Such 
sale  would  vest  absolutely  the  title  to  the  road  in  the  hands  of  the 
purchasers,  who  would  thus  be  in  position  to  make  such  disposi- 
tion of  it  as  in  their  view  equity  and  justice  might  demand.  It 
would  also  enable  them  to  apply  the  net  earnings  to  the  construc- 
tion of  a  good  road,  without  which  the  investment  itself  would 
be  of  no  value. 


272 

With  this  purpose  a  full  plan  of  re-organization,  such  as  was 
finally  adopted,  was  prepared  and  published,  and  brought  as  far 
as  possible,  to  the  attention  of  every  party  in  interest.  Decrees 
for  sale  had  to  be  obtained  in  the  Courts  of  the  United  States  of 
four  different  States.  The  time  required  for  this  purpose  was  oc- 
cupied by  the  committee  in  incessant  efforts  in  removing  one  im- 
pediment after  another  thrown  in  the  way  by  unfortunate  and 
dissatisfied  creditors,  who  were  indifferent  to  the  fate  of  the  con- 
cern, provided  they  could  get  their  pay.  A\\  difficulties  were  at 
last  overcome,  and  on  the  24:th  of  October,  1861,  the  road  and 
property  was  sold  at  auction  and  purchased  by  Mr.  Lanier,  in  be- 
half of  himself  and  his  associates,  for  the  sum  of  $2,000,000. 
The  Courts,  we  are  happy  to  say,  facilitated  legal  proceedings, 
as  far  as  this  could  be  properly  done.  They  had  full  confidence 
in  the  committee,  and  sympathized  with  the  unfortunate  creditors 
of  the  concern,  and  not  as  at  the  present  day  in  our  State,  with 
bands  of  conspirators  against  the  public  welfare,  who  seek  the 
control  of  great  lines,  with  no  other  purpose  but  to  plunder  them. 
Eight  years  ago,  measured  by  what  has  since  transpired,  was  a 
golden  age  of  judicial  purity. 

By  the  sale  of  the  road  a  most  important  step  was  gained.  The 
title  to  it  vested  absolutely  in  the  purchasers.  They  could  convey 
to  whom,  at  what  price  and  upon  what  terms  they  pleased.  What 
followed  was  more  a  matter  of  detail,  though  involving  great  pa- 
tience and  labor.  For  the  creation  of  a  new  Company,  accord- 
ing to  the  original  plan  of  re -organization,  legislation  had  to  be 
obtained  in  the  States  of  Pennsylvania,  Ohio,  Indiana  and  Illi- 
nois. Such  legislation  was  at  last  secured,  a  new  Company  formed, 
to  which  was  conveyed  the  railroad  and  everything  appertain- 
ing thereto,  the  committee  receiying  therefor,  first,  second  and 
third  mortgage  bonds,  in  amounts  sufiicient  to  meet  the  sums 
due  the  different  classes  of  creditors  in  the  old  Company,  and 
also  certificates  of  stock  corresponding  in  amount  to  that  out- 
standing in  the  old.  First  Mortgage  Bonds,  to  the  amount  of 
$5,200,000,  were  issued  to  the  First  Mortgage  Bondholders  of 
the  old  Company,  and  of  the  several  links  of  which  its  road  was 
composed,  and  for  accrued  interest.  The  bondholders  were  also 
required  to  fund  for  two  years,  the  interest  accruing  on  the  new 
bonds,  so  as  to  allow,  for  such  a  period,  the  application  of  the 
net  earnings  to  construction. 

The  Second  Mortgage  Bondholders  received,  in  the  same  man- 


273 

ner  and  subject  to  similar  conditions,  Second  Mortgage  Bonds  to 
the  amount  of  $5,250,000.  The  unsecured  creditors  were  paid 
off  in  Third  Mortgage  Bonds  to  the  amount  of  $2,000,000.  The 
shareholders  received  new  certificates  in  exchange  for  the  old. 
By  these  means  each  class  of  creditors  without  the  abatement  of 
a  dollar,  were  fully  and  completely  reinstated  in  the  new  com- 
pany in  the  order  they  stood  in  the  old.  The  proper  transfers 
and  exchanges  were  made,  and  on  the  1st  day  of  May,  1862,  two 
years  and  six  months  after  the  road  was  placed  in  the^hands  of  a 
receiver,  and  six  months  after  the  sale,  the  trust  so  long  held  and 
faithfully  executed  was  brought  to  a  virtual  close,  to  the  entire 
satisfaction  of  every  party  in  interest  in  the  road. 

During  the  period  of  reorganization  the  road  was  operated 
under  the  general  direction  of  the  Committee  by  Mr.  Geo.  W. 
Cass,  its  former  and  subsequent  President.  His  well  known 
abilities  as  a  railroad  manager  were  never  more  conspicuously 
displayed  than  in  this  service.  He  had  every  difficulty  to  con- 
tend with — an  impoverished  and  half  completed  road,  clamorous 
creditors  at  every  turn. 

The  Chairman  of  the  Committee  was  not  unfrequently  called 
upon  to  advance,  from  his  private  funds,  considerable  sums  in  aid 
of  the  operations  of  the  road.  Such  advances  were,  of  course, 
repaid,  but  only  with  simple  interest.  The  good  name  and  finan- 
cial strength  of  Mr.  Lanier,  joined  to  well  known  prudence  and 
caution,  tended  to  inspire  great  confidence  in  the  action  of  the 
Committee,  in  which  he  justly  exerted  great  influence.  Mr. 
Thomson's  position  as  chief  of  a  great  and  successful  enterprise 
enabled  him  to  render  very  great  aid  to  the  Committee  in  the 
operations  of  the  road.  Indeed,  it  was  through  his  instrumen- 
tality that  the  old  Company  was  enabled  to  push  its  line  through 
to  Chicago.  Mr.  Tilden  was  the  chief  legal  adviser  of  the  Com- 
mittee and  Company  throughout.  He  had  charge  of  the  pro- 
ceedings not  only  for  the  winding  up  of  the  old,  but  for  the 
formation  of  the  new  Company,  and  for  the  recent  transfer  of 
the  road  to  the  Pennsylvania  Company,  and  drew  up  all  the 
documents  and  guaranties  relating  to  the  same.  The  proper 
discharge  of  his  duties  involved  the  fate  and  security  of  the 
whole  investment.  Not  a  suggestion  has  been  ever  raised  that 
they  were  not  ably  and  faithfully  performed.  The  directors  of 
the  Company,  pending  its  reorganization,  rendered  valuable 
assistance.     Many  of  them  resided  upon  the  line  of  the  road,  and 


274 

were  enabled  to  exert  a  salutary  influence,  not  only  among  the 
creditors  of  the  Company,  but  in  securing  the  legislation  required. 
But  it  is,  perhaps,  invidious  to  particularize  when  all  worked 
faithfully  and  well.  Not  a  dollar  was  ever  paid  to  secure  the 
legislation  required  for  the  formation  of  the  new  Company ;  not 
a  dollar  to  buy  off  importunate  or  unreasonable  creditors.  The 
Committee  never  had  a  secret  which  they  turned  to  account  at 
the  expense  of  the  stock  and  bond  holders.  Their  plans  were 
prepared  and  published  in  the  outset  and  scrupulously  adhered 
to. 

.  Soon  after  the  new  Company  commenced  operations  it  was 
seen  the  enterprise  had  passed  its  darkest  days.  For  the  year 
ending  Dec.  31,  1862,  the  net  earnings  of  the  road  equaled 
nearly  $2,000,000,  all  of  which  were  applied  to  construction. 

The  Committee  was  enabled  to  add  largely  to  its  available 
means  by  the  sale  of  property  purchased  with  the  road,  but  not 
needed  in  its  future  operations,  and  which,  in  fact,  they  were 
not,  by  the  terms  of  the  trust,  to  account  for  to  the  new  Com- 
pany. The  sums  realized  from  these  sources  and  paid  over  to 
the  Company  equaled  about  $600,000,  of  which  some  $400,000 
was  saved  by  a  compromise  which  the  Committee  were  enabled 
to  make  with  European  holders  of  bonds  secured  by  real  estate. 
All  the  advantages  gained  by  such  settlements  were  given  to  the 
new  Company. 

In  1863  the  net  earnings  equaled  nearly  $3,000,000.  These 
sums  enabled  the  Company  to  place  its  road  in  first  rate  condi- 
tion, and  on  the  1st  day  of  April,  1864,  it  commenced  the  pay- 
ment of  dividends  at  the  rate  of  10  per  cent,  per  annum,  free  of 
Government  tax,  in  quarterly  payments  of  2-i  per  cent.  each. 
These  were  continued  regularly  to  the  1st  day  of  July,  1869, 
when  the  road  was  leased  to  the  Penns3dvania  Railroad  Company 
for  999  years,  at  an  annual  rental  of  12  per  cent,  on  its  share 
capital. 

In  this  lease  the  Pennsylvania  Company  assumes  every  obli- 
gation or  charge  for  which  the  Fort  Wayne  Company  are,  or 
may  be,  liable.  It  pays  the  sum  of  $19,000  annually  for  the 
maintenance  of  the  organization  of  the  former.  It  keeps  up  the 
annual  contributions  to  the  sinking  fund.  These  contributions 
will,  in  twenty-six  years,  wholly  pay  off  the  bonded  debt  of 
the  Fort  Wayne  Company,  leaving  the  stockholders  the  sole 
owners  of  the  road ;  and,  in  conclusion,  it  as^rees  to  pay  an  annual  • 


276 

rental  of  $1,380,000,  a  sum  which  equals  12  per  cent,  annually 
upon  the  stoak^J^ree  of  Government  tax,  or  of  any  other  charge. 
The  terms  of  the  lease  also  allow  the  Fort  Wayne  Company  to  in- 
crease its  share  capital  seventy-one  and  three-sevenths  per  cent.,  and 
to  issue  certificates  for  the  whole  capital,  upon  which,  for  the  entire 
period  of  the  lease,  seven  per  cent,  a  year,  in  quarterly  payments 
of  one  and  three-quarters  per  cent.^  free  of  Government  tax,  is  to 
be  paid.  All  these  payments,  as  well  as  the  accruing  interest,  is 
to  be  made  directly  to  the  agency  of  the  Fort  Wayne  Company 
in  New  York.  When  we  consider  that  the  net  earnings  of  the 
road  largely  exceed  the  rental  paid,  and  that  this  rental  is  guar- 
anteed by  the  most  powerful  and  successful  raih^oad  corporation 
on  this  continent,  and  that  the  lease  will  inure  even  more  to  its 
advantage  than  to  that  of  the  lessors,  in  placing  a  common  line 
under  a  common  head  and  management,  certainly  it  is  not  within 
the  power  of  man  to  make  a  better  security,  or  one  in  which  trust 
funds  can  be  more  securely  placed. 

We  have  thus  put  on  record  a  detailed  statement  of  the  re- 
suscitation and  success  of  a  great  enterprise,  as  an  example  of 
what  has  been  and  may  be  accomplished  by  upright,  able  and 
public-spirited  men.  In  no  country  do  railways  bear  a  relation 
to  the  internal  economy  of  a  people  so  intimate  as  in  ours.  No 
investments,  consequently,  can  be  so  productive  as  those  made  in 
good  and  well  managed  lines.  There  is  no  doubt  that  the  gross 
earnings  of  the  railroads  of  the  Northern  States  equal  fully  3«) 
per  cent,  annually  of  their  actual  cost.  One-third  of  this,  at 
least,  should  be  net ;  and  we  take  pleasure  in  placing  an  illustra- 
tion before  our  readers,  where  the  best  possible  net  result  has  not 
only  been  secured,  but  secured,  as  it  should  be,  to  those  that  are 
and  have  been  the  owners  of  the  property. 


276 


FORM  OF  NEW  CERTIFICATE  OF  STOCK. 


PITTSBUEGH,  FORT  WAYNE  AND   CHICAGO  RAIL- 
WAY COMPANY. 

No.  [Yignette.]  Shares. 


i 

00  ^ 
rHC/2 


tS  Dividends  payable  on  the  Tuesday  fol- 
g  lowing  the  first  Monday  of  Jany.,  April, 
H  July  and  October  in  each  year. 


^     CD 


Coat  of 

Arms  of  the 

State  of 

Ohio 


o3 

-a 


__      This  certifies  that 
\J  Ph  the  owner  of 

Shares  of  One  Hundred  Dollars  each  in  the 
Capital  Stock  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company,  transfer- 
able only  on  the  books  of  the  Company,  at 
their  Agency  in  the  City  of  New  York,  in 
person  or  by  Attorney,  and  according  to  the 
regulations  of  the  Company  on  the  surren- 
der of  this  Certificate. 

This  Certificate  will  not  be  valid  until 
countersigned  by  Winslow,  Lanier  &  Co., 
Transfer  Agents  in  the  City  of  New  York, 
and  also  by  the  Third  National  Bank  of  the 
City  of  New  York,  Registrar  of  Transfers 
in  the  said  City. 

The  holders  of  this  stock  are  entitled  to 
the  benefits  of  the  guaranties  of  the  Penn- 
sylvania Railroad  Company,  expressed  in  a 
i^  lease  by  this  Company  to  the  Pennsylvania 
Railroad  Company  creating  a  dividend  fund 
adequate  to  pay  seven  per  cent,  per  annum 
upon  the  said  stock,  payable  quarterly,  free 
from  income  and  other  taxes,  as  specified  in 

Articles  First  and  Sixth,  of  said  lease,  extracts  from  which  are 

endorsed  thereon. 


Coat  of 
Arms  of  the  ' 
state  of     I 
Indiana .     i 


J     Coat  of 
I  Arms  of  the 
(     state  of 
"(  Illinois. 


'So 
a 
a 

E3 


m 

o 


G 
03 


c3 
•  I— I 

H 
o 

H 


277 


In  witness  whereoFj  the  said  Company  have  caused 
their  Corporate  Seal  to  be  affixed  hereto,  and  this 
Certificate  to  be  signed  by  their  President  and 
Secretary,  at  the  Office  of  the  Company  in  the  City 
of  Pittsburgh,  Pennsylvania,  this 
day  of  18 


Countersigned  this 


'Secretary . 

day  I 
18  \ 


■President 


Trmisfer  Agents. 


(Endorsed   with  extracts  from    Articles   First   and    Sixth    of 
Lease.) 

(Also,  form  of  Transfer.) 


278 


CONTRACT 

WITH  THE  GKAND  RAPIDS  AND  INDIANA  RAIL- 
ROAD COMPANY,  ASSUMED  BY  THE  PENNSYL- 
VANIA RAILROAD  COMPANY. 

This  Indenture  made  the  thirtieth  day  of  September,  in  the 
year  one  thousand  eight  hundred  and  sixty-nine,  between  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  duly 
formed  and  organized  under  the  laws  of  the  States  of  Pennsyl- 
vania, Ohio,  Indiana  and  Illinois,  party  of  the  first  part,  and  the 
Grand  Rapids  and  Indiana  Railroad  Company,  duly  formed  and 
organized  under  the  laws  of  the  States  of  Michigan  and  Indiana, 
party  of  the  second  part. 

Whereas^  the  said  party  of  the  first  part  is  the  owner  of  a 
certain  line  of  railway,  commonly  known  as  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway,  which  extends  from  the  City  of 
Pittsburgh,  in  the  State  of  Pennsylvania,  by  way  of  Crestline,  in 
the  State  of  Ohio,  to  Fort  Wayne,  in  the  State  of  Indiana,  and 
from  thence  to  Chicago,  in  the  State  of  Illinois. 

And  whereas^  the  said  party  of  the  second  part  is  duly  au- 
thorized by  its  charters  to  construct  and  operate  a  railroad,  to  be 
known  as  the  Cxrand  Rapids  and  Indiana  Railroad,  from  the  City 
of  Fort  Wayne  aforesaid,  northerly  through  the  States  of  Indiana 
and  Michigan,  to  a  point  on  little  Traverse  Bay,  in  the  County  of 
Emmet  and  State  of  Michigan,  being  a  distance  of  three  hundred 
and  twenty  (320)  miles,  more  or  less;  which  railroad  the  said 
party  of  the  second  part  is  authorized  by  law  to  connect  with  the 
said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway,  at  or  near 
Fort  Wayne,  aforesaid. 

And  whereas,  in  order  to  procure  the  means  for  the  con- 
struction of  its  railroad,  the  said  party  of  the  second  part  is  about 
to  issue  a  series  of  eight  thousand  bonds,  of  one  thousand  dollars 


27D 

each,  amounting  in  the  aggregate  to  eight  millions  of  dollars  ; 
which  bonds  are  to  be  payable  on  the  first  day  of  October,  in  the 
year  one  thousand  eight  hundred  and  ninety-nine,  and  bear  in- 
terest from  the  first  day  of  October,  in  the  year  one  thousand 
eight  hundred  and  sixty-nine,  at  the  rate  of  seven  per  centum  per 
annum,  payable  semi-annually,  to  wit,  on  the  first  days  of  Janu- 
ary and  July,  as  to  one-half  of  the  said  series  of  bonds,  and  on  the 
first  days  of  April  and  October,  as  to  the  other  half  of  the  same, 
and  the  payment  whereof  is  secured  by  a  deed  of  trust  or  mort- 
gage upon  the  said  G-rand  Rapids  and  Indiana  Eailroad,  with  its 
equipments,  appurtenances,  and  franchises. 

And  whereas^  it  has  become  necessary  for  the  said  party  of 
the  second  part,  in  order  to  negotiate  said  bonds,  to  obtain  the 
assistance,  and  the  loan  and  security  of  the  credit  and  responsi- 
bility of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Eailway  Com- 
pany owning  or  operating  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway,  with  the  road  of  which,  as  aforesaid,  the  said 
Grand  Rapids  and  Indiana  Railroad  is  to  be  connected  at  or 
near  Fort  Wayne,  aforesaid. 

And  whereas^  the  said  party  of  the  second  part  heretofore  ap- 
plied to  the  said  party  of  the  first  part  to  aid  in  the  construction 
of  the  said  Grand  Rapids  and  Indiana  Railroad,  by  guaranteeing, 
or  becoming  surety  for,  the  payment  of  the  principal  and  in- 
terest of  a  portion  of  the  bonds  to  be  issued  as  aforesaid  by  the 
said  party  of  the  second  part,  and  thereby  enable  the  said  party 
of  the  second  part  to  negotiate  the  same,  in  consideration  that 
the  said  party  of  the  second  part  would  secure  to  the  said  party 
of  the  first  part,  and  its  assigns,  any  and  all  business  which  might 
be  contributory,  by  the  said  Grand  Rapids  and  Indiana  Railroad 
to  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway,  and 
thereupon  a  negotiation  between  the  said  Companies,  in  respec- 
to  such  application,  ensued. 

And  whereas^  pending  the  said  negotiation,  the  said  party  of 
the  first  part,  by  an  Indenture  of  Lease,  bearing  date  on  the 
seventh  day  of  June,  1869,  demised  and  leased  to  the  Pennsyl- 
vania Railroad  Company,  all  and  singular  the  said  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway,  with  its  equipments  and  ap- 
purtenances, and  the  other  premises  described  in  the  said  Inden- 
ture of  Lease,  for  the  term  of  nine  hundred  and  ninety  nine  years, 
upon  the  terms  therein  set  forth,  and  at  a  certain  fixed  rental. 


280 

And  whereas^  for  the  purpose  of  securing,  to  the  lessee  under 
the  said  Indenture,  the  benefits  to  be  derived  from  the  construc- 
tion of  the  said  Grand  Rapids  and  Indiana  Raih-oad,  and  the 
connection  thereof  with  the  said  Railway,  the  following  provi- 
sion was  inserted  in  the  said  Indenture  of  Lease,  to  wit : 

Article  Thirteenth. —  Whereas^  a  negotiation  is  now  pend- 
ing between  the  party  of  the  first  part  and  the  Grand  Rapids  and 
Indiana  Railroad  Company  for  the  purpose  of  securing  to  the 
party  of  the  first  part  or  its  assigns,  any  and  all  such  business  as 
may  be  contributory  by  the  said  Grand  Rapids  and  Indiana  Rail- 
road Company  to  the  said  party  of  the  first  part  or  its  assigns,  in 
the  connection  of  the  respective  roads  of  said  companies,  and 
thereby  the  better  to  develop  the  business  of  each  Company. 

"  Now^  therefore^  this  Indenture  witnesseth,  that  the  said  party 
of  the  first  part  has  agreed,  and  does  hereby  promise  and  agree, 
to  and  with  the  said  party  of  the  second  part,  that  the  said  party 
of  the  first  part  shall  and  will  assign  and  transfer,  to  the  said  party 
of  the  second  part,  such  contract,  if  any,  as  shall  or  may  be  con- 
cluded, by  the  said  party  of  the  first  part  with  the  said  Grand 
Rapids  and  Indiana  Railroad  Company,  for  the  purposes  afore- 
said, in  consideration  that  the  said  party  of  the  second  part 
shall  assume  and  undertake  the  performance  of  such  contract, 
and  indemnify  and  save  harmless  the  said  party  of  the  first 
part,  of,  from  and  against  the  same,  and  any  and  all  claims, 
demands  and  liabilities,  whatsoever,  which  can  or  may  arise  there- 
under ;  and  the  said  party  of  the  second  part  hereby  agrees  to 
assume  such  contract,  and  to  indemnify  and  save  harmless  the 
said  party  of  the  first  part  from  and  against  the  same,  and  all 
claims  and  demands  thereunder;  provided  such  contract  or 
proposed  contract  shall  not  involve  the  guaranty  of  an  amount 
exceeding  four  millions  of  dollars  of  first  mortgage  bonds  of 
the  said  Grand  Rapids  and  Indiana  Railroad  Company,  the 
whole  issue  of  which  First  Mortgage  Bonds  shall  not  exceed 
eight  millions  of  dollars,  and  which  said  issue  shall  be  further  se- 
cured by  a  deed  of  trust  of  one  million  of  acres  of  land,  and  that 
a  majority  in  amount  of  the  capital  stock  of  the  said  Grand  Rap- 
ids and  Indiana  Railroad  Company  shall  be  deposited  in  trust 
until  the  principal  and  interest  of  said  guaranteed  bonds  shall  be 
provided  for,  and  the  guaranty  satisfied  and  canceled,  and  that 


281 

the  form  of  such  contract  or  proposed  contract  shall  be  submitted 
to  and  approved  by  the  Board  of  Directors  of  the  party  of  the 
second  part." 

IS^ow,  THEREFORE,  THIS  INDENTURE  WITNESSETH,  tliat  the  Said  par- 
ties hereto,  in  consideration  of  the  prernises,  and  of  the  mutual 
covenants  herein  contained,  have  promised  and  agreed,  and  do 
hereby  covenant,  promise  and  agree,  to  and  with  each  other,  in 
the  manner  and  form  following,  that  is  to  say : 

Article  First. — The  said  party  of  the  first  part  hereby  prom- 
ises and  agrees,  to  and  with  the  said  party  of  the  second  part, 
for  the  benefit  of  the  person  or  persons  who  may  hereafter  be- 
come the  holder  or  holders  of  the  several  bonds  and  coupons 
hereinafter  mentioned,  or  any  of  them,  and  in  order  to  enable 
the  said  party  of  the  second  part  to  negotiate  said  bonds  and 
coupons,  that  in  case  the  said  party  of  the  second  part  shall,  at 
any  time  or  times  hereafter,  be  unable,  or  fail  or  omit,  to  pay, 
upon  presentation  at  the  maturity  thereof  and  demand  of  pay- 
ment, according  to  the  terms  thereof,  any  of  the  bonds  aforesaid, 
designated  as  the  First  Mortgage  Bonds  of  the  said  party  of  the 
second  part,  and  included  in  the  issue,  or  series  thereof,  num- 
bered from  one  (1)  to  four  thousand  (4,000),  inclusively,  being 
one  half  of  the  entire  issue  of  said  bonds,  or  any  of  the  coupons 
thereunto  annexed  or  belonging  ;  and  if  such  bond  or  coupon 
shall  remain  due  and  unpaid  for  the  period  of  sixty  days,  after 
notice,  in  writing,  to  the  party  of  the  first  part,  or  its  assigns,  of 
the  due  presentment  thereof,  the  said  party  of  the  first  part,  or 
its  assigns,  shall  and  will,  upon  demand  thereof,  purchase,  pay 
for,  and  take  such  over-due  bond  or  coupon,  from  any  holder  or 
holders  thereof,  giving  such  notice,  or  his  or  their  assigns — ex- 
cepting only  the  Continental  Improvement  Company,  a  corpora- 
tion of  the  State  of  Pennsj'lvania — at  the  par  value  of  the  same ; 
Provided^  that  there  shall  then  be  annexed  to  the  said  bond  the 
memorandum  of  agreement,  or  certificate,  hereinafter  mentioned, 
indicating  that  such  bond  is  entitled  to  the  benefit  of  this  agree- 
ment, signed  by  the  President  of  the  said  party  of  the  first  part ; 
and  ^provided  further^  and  it  is  hereby  expressly  declared  and 
agreed,  that  each  and  every  bond  and  coupon  which  may  be 
purchased,  as  aforesaid,  by  the  said  party  of  the  first  part,  or  its 
assigns,  shall  continue  in  full  force  and   validity  after  such  pur- 


282 

chase,  and  remain  and  be  a  debt,  secured  by  mortgage,  payable  by 
and  enforceable  against,  the  said  party  of  the  second  part,  in  the 
same  manner  and  to  the  same  extent  as  before  such  purchase. 

And  the  said  party  of  the  first  part  hereby  further  promises 
and  agrees,  that  it  shall  and  will  cause  to  be  annexed  to,  and 
issued  in  connection  with,  each  of  the  said  four  thousand  bonds 
of  the  issue,  numbered  from  1  to  4,000  inclusively,  a  memoran- 
dum of  agreement,  or  certificate,  in  the  form  following,  to  wit : 

"Guaranty   of  annexed   Bond    and  Coupons,  by   Agreement 
FOR  THE  Purchase  thereof  at  par. 

"  Any  holder  of  the  annexed  Bond,  number  ,  or  of  any 

Coupon  thereunto  belonging — except  the  Continental  Improve- 
ment Company — will,  if  such  Bond  or  Coupon  remain  unpaid 
after  maturity  and  demand  of  payment,  become  entitled,  upon 
sixty  days'  notice,  to  have  the  same  purchased  at  par,  under  and 
by  virtue  of  a  certain  agreement,  bearing  date  on  the  30th  day 
of  September,  1869,  made  between  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company,  and  the  Grand  Rapids  and 
Indiana  Railroad  Company,  and  a  certain  other  agreement,  bear- 
ing the  same  date,  made  between  the  Pennsylvania  Railroad 
Company,  and  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company,  in  pursuance  of  Article  Thirteenth  of  the  Lease 
of  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway,  theretofore 
executed  to  the  said  last  mentioned  Company. 

In  Witness  Whereof,  The  said  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company  has  caused  these 
presents  to  be  signed  by  its  President,  the  first  day  of 
October,  1869. 

President  Pittsburgh,  Fort    Wayne 

and  Chicago  Railway  Company. 

.  Article  Second. — The  said  party  of  the  second  part  has  pro- 
mised and  agreed,  and  does  hereby  promise  and  agree,  to  and 
with  the  said  party  of  the  first  part,  as  follows,  to  wit.  : 

1.  That   the   said   party  of   the  second  part,  as  an  additional 
security  for  the  payment  of  the  principal  and  interest  of  the  bonds 


283 

aforesaid,  shall  and  will,  before  the  issue  of  any  of  the  said  bonds, 
duly  execute,  acknowledge  and  deliver,  on  its  own  behalf,  and 
cause  to  be  duly  executed,  acknowledged  and  delivered,  on  behalf 
of  the  Continental  Improvement  Company  aforesaid,  (with  which 
company  the  said  party  of  the  second  part  has  entered  into  a  cer- 
tain contract,  bearing  date  on  the  first  day  of  May,  1869,  relative 
to  the  construction  of  its  Rail  Road,  a  deed  of  trust  or  mortgage, 
in  and  by  which  the  said  party  of  the  second  part,  and  the  said 
Continental  Improvement  Company,  shall  and  will  grant  and 
convey  to  John  Edgak  Thomson  and  George  W.  Cass,  as  trustees, 
all  the  right,  title  and  interest  which  the  said  party  of  the  second 
part  and  the  said  Continental  Improvement  Company  now  have,  or 
either  of  them  has,  or  shall  or  may  at  any  time  hereafter  acquire, 
of,  in,  or  to  the  whole  or  any  part  of,  all  those  certain  lands,  situ- 
ate in  the  State  of  Michigan,  which  were  heretofore  granted  by 
the  Congress  of  the  United  States  to  the  State  of  Michigan,  and 
by  the  said  State  to  the  said  Grand  Rapids  and  Indiana  Rail- 
road Company,  to  aid  in  the  construction  of  its  said  railroad — 
which  said  lands  are  estimated,  in  and  by  the  said  grants  thereof, 
to  comprise  in  the  aggregate  one  million  and  one  hundred  and 
sixty  thousand  (1,160,000)  acres,  more  or  less — to  be  held  by  the 
said  trustees,  and  the  survivor  of  them,  and  their  and  his  succes- 
sors and  successor,  in  trust  to  secure  the  payment  of  the  bonds 
aforesaid,  and  the  several  coupons,  thereunto  belonging,  as 
the  said  bonds  and  coupons,  respectively,  shall  become  due,  sub- 
ject, however  to  a  provision,  to  be  inserted  in  said  deed  of  trust 
or  mortgage,  whereby  the  said  lands  may  be  sold  at  a  reasonable 
valuation,  and  the  proceeds  thereof  applied  as  a  sinking  fund  for 
the  purchase  of  the  said  bonds,  for  the  benefit  of  the  said  Con- 
tinental Improvement  Company. 

And,  as  a  further  security  for  the  payment  of  said  bonds  and 
coupons,  and  indemnity  to  the  party  of  the  first  part  hereto,  and 
its  assigns,  against  any  and  all  loss  or  damage  on  account  thereof , 
or  of  the  aforesaid  agreement  for  the  purchase  of  the  same,  the 
said  party  of  the  second  part  shall  and  will,  from  time  to  time, 
transfer,  or  cause  to  be  transferred  and  assigned,  to  John  Edgar 
Thomson,  Herman  J.  Lombaert  and  Edmund  Smith,  as  trustees, 
with  power  to  vote  thereon  at  all  elections  for  directors,  and  at  all 
meetings  of  stockholders  of  said  Company,  such  amount  or 
amounts  of  the  capital  stock  of  the  said  party  of  the  second  part 
as  shall  at  all  times  keep  in  the  possession  and  under  the  control 


1 


284 

of  the  said  trustees  a  majority  of  the  entire  capital  stock  of  the 
said  party  of  the  second  part  which  may  be  issued,  to  be  lield  by  the 
said  trustees  until  the  said  four  thousand  bonds,  numbered  from 
1  to  4,000,  inclusive,  shall  be  paid,  or  the  memorandum  of  agree- 
ment, or  cei'tificate  relative  to  the  purchase  thereof,  hereinbefore 
mentioned,  duly  canceled ;  and  in  the  event  of  the  death,  resig- 
nation, neglect,  refusal,  or  incapacity  to  act  of  the  said  trustees, 
or  either  of  them  herein  named,  then  the  party  of  the  second 
part  hereto  shall  and  will  appoint  such  new  trustee  or  trustees 
as  may  be  nominated  and  designated  by  a  majority  of  the  Board 
of  Directors  of  the  Pennsylvania  Railroad  Company  for  the  pur- 
pose of  filling  the  vacancy  so  caused,  and  supplying  the  place  of 
the  said  trustee  so  dying,  resigning,  neglecting,  refusing  or  be- 
coming incapable  to  act,  and  the  said  trustee  or  trustees  so 
nominated  and  designated  and  appointed,  shall  take  upon  him- 
self, or  themselves,  the  same  trusts,  and  have  the  same  powers  as 
herein  mentioned,  and  which  it  is  hereby  agreed  and  declared 
shall  extend  to  and  be  performed  by  such  newly  nominated  and 
appointed  trustee  or  trustees.  And  the  like  nomination,  desig- 
nation and  appointment  shall  and  may  be  made  and  carried  into 
effect  in  like  manner  and  as  often,  from  time  to  time,  as  there 
may  be  occasion  therefor,  and  with  the  same  effect  as  before 
mentioned. 

And  it  is  hereby  further  agreed,  that  the  said  party  of  the 
second  part  shall  annex  to,  and  cause  to  be  duly  executed  and 
issued  in  connection  with,  each  of  the  said  eight  thousand  bonds, 
a  certificate  of  the  additional  security  of  the  said  Land  Grant 
Mortgage ;  which  certificate  shall  be  signed  by  the  President  of 
said  party  of  the  second  part,  the  Yice-President  of  said  Conti- 
nental Improvement  Company,  and  the  said  trustees,  respect- 
ively, and  shall  be  in  the  form  following,  to  wit : 

Certificate  of  Additional  Security  of  Land  Grant 

Mortgage. 

"  Know  all  men  hy  these  jpresents,  that  in  addition  to  being 
secured  by  a  deed  of  trust  or  mortgage  upon  the  Grand  Rapids 
and  Indiana  Railroad,  mentioned  in  the  annexed  bond,  the  pay- 
ment of  the  said  bond,  and  of  the  several  coupons  thereunto  be- 
longing, as  well  as  of  the  other  bonds  of  the  series  of  which  the 
annexed  bond  is  one,  and  of  the  coupons  thereunto  belonging,  as 
the  same  respectively  become  due,  is  secured  by  a  certain  deed 


285 

of  trust  or  mortgage,  bearing  date  on  the  first  day  of  October, 
1 869,  duly  executed  and  delivered  by  the  Grand  Rapids  and  In- 
diana Railroad  Company,  in  the  said  bond  mentioned,  and  the 
Continental  Improvement  Company,  a  corporation  of  the  State 
of  Pennsylvania,  conveying,  to  John  Edgar  Thomson  and  George 
W.  Cass,  trustees,  all  the  right,  title  and  interest  of  the  said 
Grand  Rapids  and  Indiana  Railroad  Company,  and  of  the  said 
Continental  Improvement  Company,  as  the  grantees  or  vendees 
thereof,  now  held,  or  hereafter  to  be  acquired,  in  and  to  all  and 
singular  all  those  certain  lands,  situate  in  the  State  of  Michigan, 
which  were  heretofore  granted  by  the  Congress  of  the  United 
States  to  the  State  of  Michigan,  and  by  the  said  State  to  the 
said  Grand  Rapids  and  Indiana  Railroad  Company,  to  aid  in  the 
construction  of  the  said  railroad  ;  which  said  lands  are  estimated 
by  said  grants  to  comprise  in  the  aggregate  one  million  one  hun- 
dred and  sixty  thousand  (1,160,000)  acres,  more  or  less.  And  it 
is  provided  in  the  said  last  mentioned  deed  of  trust  or  mortgage, 
that  the  said  lands  may  be  sold,  from  time  to  time,  in  the  manner 
and  upon  the  terms  therein  specified,  and  triis  bond  be  received 
in  payment  therefor,  at  its  par  value,  and  that  all  net  proceeds  of 
any  and  all  sales  of  the  same  shall  be  applied,  in  conformity  with 
the  provisions  of  the  said  deed,  to  the  purchase  and  redemption 
of  the  said  bonds  and  coupons,  for  the  benefit  of  the  Continental 
Improvement  Company,  to  which  purpose  all  of  the  said  net  pro- 
ceeds are  inviolably  pledged." 

2.  That  the  said  party  of  the  second  part  shall  and  will,  in  the 
construction  of  the  Grand  Rapids  and  Indiana  Railroad  afore- 
said, connect  the  main  track  or  tracks  thereof,  or  cause  the  same 
to  be  connected,  with  the  main  track  or  tracks  of  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  aforesaid,  at  or  near  the  City 
of  Fort  Wayne,  in  the  State  of  Indiana,  to  wit,  at  a  point  dis- 
tant about  one  thousand  feet,  westerly,  from  the  railroad  bridge 
now  built  across  the  St.  Mary's  River,  at  or  near,  and  to  the  west, 
of,  the  said  city ;  and  that  the  said  party  of  the  second  part  shall 
and  will  thereafter,  forever,  maintain  and  keep  up  such  connec- 
tion with  said  railway,  at  the  point  or  place  aforesaid,  in  such 
manner  that  any  and  all  cars  which  are  or  may  be  run  upon  the 
said  railway  can,  upon  the  arrival  thereof  at  the  said  point  of 
connection,  be  run  in,  upon,  and  over  the  said  railroad,  to  any 
or  all  points  thereon,  whenever  the  party  of  the  first  part  or  its  as- 


286 

signs  shall  desire  the  same  to  be  so  transported,  in  the  interchange 
of  business  between  said  parties ;  and  the  party  of  the  second 
part  shall  and  will,  at  all  proper  times,  furnish  the  necessary 
motive  power  to  haul  said  cars  over  said  railroad,  from  and  to  said 
point  of  connection ;  and  to  enable  such  transfer  of  cars  to  be 
made,  if  desired,  as  aforesaid,  the  said  party  of  the  second  part 
will  forthwith  cause  the  tracks  of  the  said  railroad  to  be  laid  and 
maintained,  of  a  compromise  gauge,  suitable  for  such  inter- 
change of  business,  according  to  the  now  existing  gauge  of  the 
principal  or  main  track  of  the  said  railway ;  and  a  reasonable 
car  service  shall  be  allowed  to  said  party  of  the  first  part,  or  its 
assigns,  for  the  cars  so  run  over  said  railroad. 

3.  That  the  said  party  of  the  second  part  shall  and  will,  so 
far  and  to  such  extent  as  it  lawfully  may,  at  all  times  hereafter, 
forever  influence,  direct  and  send,  by  and  over  the  said  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway,  any  and  all  passengers 
who,  and  any  and  all  freight  and  trafiic  which,  may  be  trans- 
ported over  the  said  railroad,  or  any  part  thereof,  to  Fort  Wayne, 
or  to  the  junction  of  said  roads  at  the  point  or  place  aforesaid, 
and  the  ultimate  destination  of  whom,  or  which,  shall  be  the  City 
of  Pittsburgh,  or  the  City  of  Chicago,  or  any  place,  lying  between 
said  cities  on  route  of  the  said  railway.  When  such  passengers  and 
traffic  are  destined  to  any  points  off  the  line  of  said  railway 
which  can  or  may  be  reached  via  any  other  railroad  owned, 
operated,  leased  or  otherwise  controlled  by  the  Pennsyvania 
Railroad  Company,  then  such  passengers  and  traffic  shall  be 
ticketed  and  manifested,  so  that  they  may  be  carried  and  trans- 
ported via  such  line  of  railroad  to  the  point  of  ultimate  destina- 
tion. 

4.  That  the  said  party  of  the  second  part  shall  and  will,  from 
time  to  time,  fix  and  regulate  the  times  of  arrival  at,  and  depart- 
ure from,  Fort  Wayne  aforesaid,  of  any  and  all  trains  for  the 
conveyance  of  passengers  over  said  railroad,  in  such  manner  and 
according  to  such  time  tables,  that  the  said  passenger  trains 
shall  at  all  times  closely  connect  at  the  said  city,  or  at  the  afore- 
said point  of  connection  between  said  roads,  with  the  passenger 
trains  of  the  said  party  of  the  first  part :  Provided^  that  nothing 
herein  contained  shall  be  held  to  compel  the  party  of  the  second 
part  to  run  on  the  said  railroad  more  trains  than  may  be  reason- 


287. 

ably  required  for  the  business  thereof ;  but  this  article  shall  be 
held  to  relate  to  the  ruiming  of  such  passenger  trains  as  the 
business  of  said  railroad  may  call  for,  or  as  shall  be  run  thereon. 

Article;  Third. — And  the  parties  hereto  further  mutually 
promise  and  agree,  that  all  fares  and  charges  for  the  transporta- 
tion over  the  said  railway  and  railroad,  in  connection  with  each 
other,  of  such  passengers  and  freight,  respectively,  carried  over 
each  of  said  roads,  or  any  part  of  each  thereof,  by  the  way  of 
Fort  Wayne,  or  the  connecting  point  aforesaid  at  or  near  said 
city,  shall,  from  time  to  time,  be  divided  and  paid  over  to  the  said 
parties  hereto,  pro  rata,  according  to  the  number  of  miles  or  dis- 
tance upon  the  said  railroad  and  railway,  respectively,  which 
such  passengers  or  freight  shall  have  been  bo  carried ;  and  each 
of  the  said  parties  hereto  shall  be  entitled  to  issue  tickets  to 
passengers  and  bills  for  freight,  in  such  form  and  condition 
therein  as  may,  from  time  to  time,  be  required  and  approved  by 
the  party  of  the  first  part  and  its  assigns,  requiring  to  be  trans- 
ported, in  part  over  the  one  road  and  in  part  over  the  other,  by 
way  of  Fort  Wayne,  or  of  such  connecting  point  at  or  near  said 
city, — for  which  tickets  and  bills,  and  the  pi-oceeds  thereof,  the 
said  parties  shall  be  bound  to  account  to  each  other,  from  time 
to  time,  on  such. pro  rata  basis  as  aforesaid. 

Article  Fourth. — And  the  said  party  of  the  first  part  fur- 
ther promises  and  agrees,  to  and  with  the  said  party  of  the  second 
part,  that  the  said  party  of  the  first  part  will  not  in  any  unreason- 
able manner  whatever  discriminate  against  the  said  party  of  the 
8e(;ond  part,  in  favor  of  any  other  party,  in  the  direction  or  con- 
trol of  any  traffic  between  Fort  Wayne,  or  the  connecting  point 
aforesaid,  at  or  near  said  city,  and  any  point  or  place  on  the 
line  of,  or  usually  accessible  by,  the  said  railroad. 

Article  Fifth. — It  is  hereby  expressly  declared,  that  this 
contract  is  entered  into  by  the  party  of  the  first  part,  in  contem- 
plation of  the  assignment  of  the  interest  of  the  said  party  of  the 
first  part,  in  and  under  the  same,  to  the  Pennsylvania  Kailroad 
Company  aforesaid,  and  the  assumption  by  the  said  last  mentioned 
Company,  of  all  obligations  therein  contained,  on  the  part  and 
behalf  of  the  said  party  of  the  first  part ;  and  the  party  of  the 
second    part  hereby    assents   to    such   assignment,  and  agrees 


that,  thereupon,  the  said  Pennsylvania  Railroad  Company 
shall  be  deemed  to  have  assumed  and  taken  the  place  of  the  par- 
ty of  the  first  part,  under  these  presents,  in  the  same  manner  and 
with  the  same  effect  as  if  the  said  Pennsylvania  Pailroad  Com- 
pany were  the  party  of  the  first  part  hereto,  instead  of  the  said 
Pittsburgh,  Fort  Wayne  and  Chicago  Eailway  Company ;  and 
all  the  provisions  of  these  presents,  which  confer  rights  or  impose 
obligations  upon  the  party  of  the  first  part  hereto,  shall  there- 
after apply  and  be  deemed  to  relate  to  the  said  assignee. 

In  witness  whereof,  the  said  parties  of  the  first  and 
second  parts  have  caused  their  respective  corporate 
seals  to  be  hereunto  affixed,  and  the  same  to  be  attest- 
ed by  the  signatures  of  their  respective  Presidents 
and  Secretaries,  the  day  and  year  first  above  written. 

The  Pittsburgh^  Fort  Wayne  and  Chicago  Railway  Gomjpany^ 

By 

President. 

Secretary. 
The  Grand  Rapids  and  Indiana  Railroad  Comjpany, 

By 

President* 


Secretary. 

jred,  [ 
in  the  presence  of 


Signed,  sealed  and  delivered,  j 


289 


ASSIGKMEN^T  AND  ASSUMPTION  OF  CONTRACT 
WITH  THE  GRAND  RAPIDS  AND  INDIANA  RAIL- 
ROAD COMPANY. 

This  Indenture,  made  the  first  day  of  October,  in  the  year 
one  thousand  eight  hundred  and  sixty-nine,  between  the  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company,  party  of  the 
first  part,  and  the  Pennsylvania  Railroad  Company,  party  of  the 
second  part: 

Whereas,  the  said  party  of  the  first  part,  as  contemplated  by 
Article  Thirteenth  of  the  lease  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway,  heretofore  executed  to  the  party  of  the 
second  part,  has  concluded  a  certain  contract  with  the  Grand 
Rapids  and  Indiana  Railroad  Company,  relative  to  the  construc- 
tion and  operation  of  the  Grand  Rapids  and  Indiana  Railroad, 
the  connection  thereof  with  the  said  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway,  and  the  negotiation  and  guaranty  of 
certain  First  Mortgage  Bonds,  to  be  issued  by  the  said  Grand 
Rapids  and  Indiana  Railroad  Company,  for  the  purpose  of 
procuring  the  means  of  constructing  the  said  railroad, — as  by 
reference  to  said  contract,  which  bears  date  on  the  thirtieth  day 
of  September,  1869,  and  a  copy  whereof  is  hereunto  annexed, 
will  more  fully  and  at  large  appear. 

And  whereas,  the  said  contract  between  the  party  of  the  first 
part  and  the  said  Grand  Rapids  and  Indiana  Railroad  Company 
has  been,  in  conformity  to  the  lease  aforesaid,  duly  submitted  to, 
and  the  form  thereof  approved  by,  the  Board  of  Directors  of  the 
said  party  of  the  second  part  hereto. 

And  whereas,  a  deed  of  trust  or  mortgage,  bearing  even  date 
herewith,  has  been,  in  like  conformity  to  said  lease,  duly  executed 
by  the  said  Grand  Rapids  and  Indiana  Railroad  Company,  jointly 
witli  the  Continental  improvement  Company,  a  corporation  of  the 
State  of  Pennsylvania,  to  John  Edgar  Thomson  and  George  W. 
Cass,  trustees,  conveying  to  the  said  trustees  all  the  right,  title, 
and  interest  of  the  said  Grand  Rapids  and  Indiana  Railroad 
Company,  as  well  as  all  the  right,  title,  and  interest  of  tlie  said  Con- 
tinental improvement  Company — the  interest  of  the  last-named 
Company  being  derived  from  the  said  Grand  Rapids  and  Indiana 


290 

Eailroad  Company,  under  a  contract  for  the  construction  of  the. 
said  railroad — in  and  to  all  and  singular  those  certain  lands,  situ- 
ate in  the  State  of  Michigan,  which  were  heretofore  granted  by 
the  Congress  of  the  United  States  to  the  said  State  of  Michigan, 
and  by  the  said  State  of  Michigan  to  the  said  Grand  Eapids  and 
Indiana  Railroad  Ccmpany,  to  aid  in  the  construction  of  its  rail- 
road; such  right,  title,  and  interest  in  the  said  lands  being  con- 
veyed, as  aforesaid,  to  the  said  trustees,  upon  and  subject  to  the 
trusts  and  agreements  in  the  said  deed  of  trust  or  mortgage  men- 
tioned and  set  forth,  for  the  purpose  of  more  effectually  securing 
the  payment  of  the  bonds  aforesaid,  to  be  issued  by  the  said 
Grand  Rapids  and  Indiana  Eailroad  Company,  to  an  aggregate 
amount  not  exceeding  eight  millions  of  dollars. 

And  whereas^  the  said  Grand  Eapids  and  Indiana  Eailroad 
Company,  in  like  conformity  to  said  lease,  has  also  transferred, 
or  caused  to  be  transferred  and  assigned,  to  the  said  John  Edgar 
Thomson,  Herman  J.  Lombaert  and  Edmund  Smith,  as  trustees, 
a  majority  of  the  outstanding  capital  stock  of  the  said  Grand 
Eapids  and  Indiana  Eailroad  Company,  to  be  held  by  the  said 
trustees  as  collateral  security  for  the  benefit  and  protection  of 
the  said  party  of  the  first  part  hereto,  and  its  assigns,  against  any 
and  all  loss,  damage  and  liability  whatsoever,  which  can  or  may 
arise  or  happen  to  the  said  party  of  the  first  part,  or  its  assigns, 
upon,  under,  on  account,  or  by  reason  of  the  agreement  in  the 
said  annexed  contract  set  forth,  for  the  purchase  at  par  of  the 
bonds  aforesaid,  numbered  from  1  to  4,000,  inclusively,  and  the 
coupons  thereto  annexed,  if  such  bonds  or  coupons  should  remain 
due  and  unpaid  for  sixty  days  after  the  maturity  thereof ;  or 
upon,  under,  on  account,  or  by  reason  of  the  memorandum  or 
certificate  of  such  agreement  to  the  said  four  thousand  bonds 
annexed — as  by  reference  to  a  certain  instrument,  bearing  date  on 
the  thirtieth  day  of  September,  1869,  executed  by  the  said  Grand 
Rapids  and  Indiana  Eailroad  Company  to  the  said  trustees,  will 
more  fully  and  at  large  appear  : 

Now,   THEREFORE,  THIS     INDENTURE     WITNESSETH,  that    the    Said 

party  of  the  first  part,  for  and  in  consideration  of  the  premises, 
and  of  the  agreements,  on  the  part  and  behalf  of  the  said  party 
of  the  second  part,  hereinafter  set  forth,  to  be  kept  and  per- 
formed, has  bargained  and  sold,  and  by  these  presents  does 
grant,  bargain,  sell,  assign,  transfer  and   sot  over  unto  the  said 


291 

party  of  the  second  part,  all  the  right,  title,  interest,  claim, 
property  and  benefit  of  the  said  party  of  the  first  part,  in,  to  and 
under  the  said  contract,  bearing  date  on  the  thirtieth  day  of  Sep- 
tember, 1869,  made  by  the  said  party  of  the  first  part  with  the 
said  Grand  Rapids  and  Indiana  Railroad  Company,  and  a  copy 
whereof  is  hereto  annexed,  as  aforesaid ;  and  also  all  the  right, 
title,  interest  and  benefit  of  the  said  party  of  the  first  part,  in,  to 
and  under  the  said  trust,  issue  or  deposit  of  the  said  capital 
stock :  Provided  always^  and  upon  this  express  condition,  that  the 
said  party  of  the  second  part  shall  and  does  assume  and,  take  the 
place  of  the  said  party  of  the  first  part,  under  the  said  annexed 
contract,  and  indemnify  the  said  party  of  the  first  part  from  and 
against  any  and  all  liability  on  account  thereof. 

And  the  said  party  of  the  second  part,  in  consideration  of  the 
premises,  and  of  the  fulfillment — which  is  hereby  acknowledged — 
of  the  conditions  in  Article  Thirteenth  of  said  lease  mentioned,  in 
reference  to  the  assumption  of  said  contract,  as  well  as  the  sum 
of  one  dollar  to  it  duly  paid,  has  assumed  and  undertaken,  and 
does  hereby  assume  and  undertake,the  performance  of  the  said  con- 
tract with  the  said  Grand  Rapids  and  Indiana  Railroad  Company, 
on  the  part  and  behalf  of  the  said  party  of  the  first  part,  accord- 
ing to  the  true  intent  and  meaning  thereof  ;  and  has  promised  and 
agreed,  and  does  hereby  promise  and  agree,  to  and  with  the  said 
party  of  the  first  part,  for  the  benefit  of  the  person  or  persons  who 
may  hereafter  become  the  holder  or  holders  of  the  several  bonds 
and  coupons  of  the  Grand  Rapids  and  Indiana  Railroad  Company, 
of  the  series  of  the  First  Mortgage  Bonds  thereof,  numbered  from 
1  to  4,000,  inclusively,  that  the  said  party  of  the  second  part 
shall  and  will  purchase,  pay  for,  and  take,  at  the  par  value  there- 
of, upon  demand,  from  the  holder  or  holders  of  the  same,  any 
and  all  of  the  bonds  or  coupons  of  the  said  series,  which  shall  or 
may  remain  unpaid  for  sixty  days,  after  the  maturity  and  de- 
mand of  payment  thereof,  and  after  the  service  upon  the  said 
party  of  the  second  part  of  the  notice,  in  writing,  provided  in 
the  said  Article  to  be  given  to  the  said  party  of  the  first  part,  or 
the  assigns,  in  such  contingency  ;  Provided^  always,  that  the 
bonds  and  coupons  so  purchased  shall  continue  in  full  force  and 
effect  in  the  hands  of  the  said  party  of  the  second  part  after  such 
purchase,  as  in  said  Article  specified.  And  the  said  party  of  the 
second  part  shall  and  will  observe  and  do  every  matter  and  thing 


292 

mentioned  in  the  said  contract,  to  be  by  the  said  party  of  the  first 
part  observed  and  done. 

And  the  said  party  of  the  second  part,  for  the  consideration 
aforesaid,  hereby  farther  covenants,  promises  and  agrees  to  and 
with  the  said  party  of  the  first  part,  that  the  said  party  of  the 
second  part  shall,  and  will,  at  any  and  all  times  hereafter,  save 
and  keep  harmless  and  indemnified  the  said  party  of  the  first  part, 
of,  from,  and  against  any  and  all  costs,  damages,  suits,  actions 
and  causes  of  action,  expenses,  liabilities,  claims  and  demands 
whatsoever,  which  can  or  may  arise,  or  be  brought  against,  or  in- 
curred by  the  said  party  of  the  first  part,  under  or  on  account  of 
the  said  contract  with  the  said  Grand  Rapids  and  Indiana  Rail- 
road Company,  or  anything  therein  contained,  or  under  or  on  ac- 
count of  any  matter  or  thing  done,  or  to  be  done  by  the  said  party 
of  the  first  part  pursuant  thereto. 

In  witness  whereof,  the  said  parties  of  the  first  and 
second  parts  have  caused  their  respective  corporate 
seals  to  be  hereunto  aflixed,  and  the  same  to  be  attested 
by  the  signatures  of  their  respective  Presidents  and 
Secretaries,  the  day  and  year  first  above  written. 

Signed,  sealed  and  delivered  ) 
in  the  presence  of  ) 

The  Pittsburgh^  Fort  Wayne  and  Chicago  Railway  Company^ 
by 

President, 

Secretary. 


The  Pennsylvania  Rail  Road  Company, 

by 


President. 
Secretary. 


298 


PAPERS 
RKLATIN(J  TO  THE  GUARANTEED  SPECIAL  STOCK 

FSSUKl)    TO    RKPRESENT 

PEKM/'LlSrErSTT    IMPEOVEMEE"TS, 

AND    HEARING    DIVIDENDS 

PAYABLE    BY   ThIE    LESSEE. 


[Note. — The  Sixteenth  Article  of  the  Lease  provides,  that  for  the  ))urpo9c 
of  enabling  the  lessee  to  meet  the  obligations  of  the  Company  to  the  public, by 
making,  from  time  to  time,  such  improvements  upon  and  additions  to  the  Rail- 
way itself  in  the  extension  of  facilities  for  increased  business  ^^  b?/ additional 
iraclcs  and  depots^  xhops  and  fiquipmenlH^  and  the  Kahntitution  of  ntone  or  iron  h)Hdgei* 
for  woode7i  bridge.-!,  or  ftt(^el  rails  for  iron  railfi,^'  the  party  of  the  first  part  shall 
issue  to  the  lessee  a  Speciul  Stock  ;  but  the  dividends  on  this  special  stock  are 
lo  be  payable  by  tJie  lesnee,  and  not  by  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company.  Their  payment  is  not  to  infringe,  in  any  respect,  upon  the 
rights  of  the  stockholders  to  Avhom  the  annual  dividend  fund  of  $1,880,000  is 
guaranteed.  The  kssee  is  to  pay  these  dividends,  "  without  deduction  from  the 
rent  hereinbefore  reserved."  Not  only  this,  but  the  stock  itself  can  be  issued 
only  "in  respect  to  improvements  of  and  additions  to  the  said  railway,  wliich, 
and  estimatsK  and  HpecificatioiM  of  which,  shall  have  been  submitted  to  and  ap- 
proved by  the  said  party  of  the  first  part,  in  writing;  and  aU  sueli  improvements 
and  addiiionx  shall  be  made  in  hucIi  manner  as  shall  be  appi'oved  by  tlie,  said  party 
of  tJw  first  part.    (Vide  Lease,  Art,  16.) 

The  Board  of  Directors  have  exercised  grea*  care  in  respect  to  issues 
already  made  of  this  betteiment  stock.  They  have  employed  Mr.  John  B. 
Jervis,  perhaps  the  most  competent  man  in  the  United  States  for  that  purpose, 
to  see  that  the  improvements  made  were  of  the  character  represented,  and 
such  as  called  for  the  issue  of  this  stock  under  the  lease.  His  report  being 
satisfactory,  the  outstanding  issues  were  made.  In  making  them,  however,  it 
will  be  seen,  by  the  documents  below,  including  the  fomi  of  the  special  stock 
certificate  and  the  copy  of  contract  printed  on  the  back,  that  the  interests  of 
the  stockholders,  for  whose  benefit  the  lease  was  made,  have  been  surrounded 
with  every  safeguard. 

In  connection  with  this  Special  Improvement  Stock,  the  fact  should  be 
borne  in  mind  that,  under  the  provisions  of  the  Sinking  Funds,  the  First  and 
Second  Mortgage  Bonds  will  be  extinguished  in  about  twentj'  years,  and  that, 
under  the  terms  of  the  certificate  and  agreement  by  which  it  is  issued,  the  pay- 
ment of  dividends  at  the  rate  of  seven  per  centum  per  annum,  payable  quar- 
terly, is  absolutely  promised  by  the  Pennsylvania  Railroad  Company.] 


294 


PITTSBUEGH,  FOKT  WAYNE  AND   CHICAGO  EAIL- 
WAY  COMPANY. 

No.  [Vignette.]  Shares. 

Guaranteed  Special   Stock. 

52        Issued  under  the  Lease  of  the  Pittsburgh, 

^    Fort  Wajnie  and  Chicago  Railway,  to  the 

r'^coarof^i   ^         §    Pennsylvania  Railroad  Company,  and   en- 

-{^smt?o?^i  ^    titled  to  quarterly  dividends,  free  of  taxes, 

I  ^^'^"f/^^*'  j  ^    at  the  rate  of  seven  per  cent,  per  annum, 

guaranteed   by  the  Pennsylvania  Railroad 

Company  as  Lessee. 

This  is  to  Certify,  that 
the  owner  of  shares 

of  One  Hundred  Dollars  each,  in  the  Spe- 
cial  Improvement   Stock   issued  by  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway 
Company  in  pursuance  of  the  provisions  of 
Article  Sixteenth  of  the  Lease  of  the  Pitts- 
^         burgh.  Fort  Wayne  and  Chicago  Railway  to 
^         the  Pennsylvania  Railway  Company,  which 
^  g         Lease  bears  date  on  the  7th  day  of  June, 

^         1869,    and    which    Special    Improvement 
( ^coaroP  I    «2    §         Stock  is  by  agreement  with  the  Pennsylva- 
"^Seof^^l  -§  'I         ^ia  Railroad  Company,  dated  October  28th. 
'i^iil!^^  'S  l5         1S71,  entitled  to  dividends  at  the  rate  of 
^  '^         seven  per  cent,  per  annum,  clear  of  all  taxes, 
'Sb  £         ^^^^  *^®  payment  thereof  guaranteed  to  the 
pr;    o        holder  by  the  said  Pennsylvania  Railroad 
'g  H         Company  as   Lessee,  the   dividends  to   be 
**        ^     payable  quarterly,  namely  :  on  the  first  days 
j    Coat  of    I    2^        W    of  January,  April,  July  and  October  in  each 

lArmsofthef     ^  r  r/  r/       -,1  'J'         r 

J    State  of    I  .^  yeai",  free  ot  taxes,  after  duly  providing  lor 

1  Illinois,   r      2  f,         '  4.       It    ^i.  1  4.      1        ^• 

-^v—v—     S  the  payment  oi  the  regular  quarterly  di- 

g  vidends  on  the  general  or  prior  stock,  in- 

Q  eluding  under  the  designation,  "general  or 

prior  stock"  all  the  stock,  other  than  the  said  guaranteed  special 

stock  which  the  said  Railway  Company  had  issued  or  authorized 


295 

to  be  issued  before  the  date  of  the  contract  of  which  a  copy  is 
endorsed  hereon,  as  appears  by  the  provisions  of  said  contract, 
dated  October  28tli,  1871,  of  wliich  a  copy  is  endorsed  hereon. 
The  special  stock  represented  hereby  is  in  all  respects  sub- 
ject to  the  said  general  or  prior  stock,  and  the  right  of  the  hold- 
ers of  said  general  or  prior  stock  to  have  distributed  to  them  in 
quarterly  instalments  an  annual  dividend  fund  of  $1,380,000  free 
of  all  taxes. 

This  stock  is  transferable  only  upon  the  books  of  said  Pitts- 
burgli,  Fort  Wayne  and  Chicago  Railvsray  Company  by  the  said 
owner  in  person  or  by  attorne}^,  and  upon  the  surrender  of  this 
certificate.  This  certificate  shall  not  be  valid  until  countersigned 
by  the  Transfer  Agents  of  said  Company,  in  the  City  of  New 
York,  and  also  by  the  Third  National  Bank,  the  Register  of 
Transfers  thereof  in  said  city. 

In  witness  whereof,  the  said  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company  has  caused  its  corpor- 
ate seal  to  be  hereunto  affixed,  and  the  same  to  be 
attested  by  the  signatures  of  its  President  and  Secre- 
tary this  day  of  18 

President. 
Secretary. 


Countersigned  this  day  ) 

of         '  ,  18  \ 

Transfer  Agents. 


[Endorsed  :J 


COPY  OF  AGREEMENT  OF  THE  PENNSYLVANIA 
RAILROAD  COMPANY. 

The  Pennsylvania  Railroad  Company  having,  in  pursuance  of 
Article  Sixteenth  of  the  Lease  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway,  requested  the  preparation  and  issue  to  it 


296 

from  time  to  time,  of  a  special  stock  to  be  designated  the  Guar- 
anteed Special  Stock  of  said  railway  c/)mpany,  the  said  Pennsyl- 
vania Railroad  Company  hereby  promises,  agrees  and  guarantees 
to  and  with  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, for  the  benefit  of  each  and  every  person  who  may  become 
a  holder  of  said  stock,  after  the  same  is  issued  to  said  Pennsyl- 
vania Railroad  Company  or  to  its  order  ;  that  the  said  Pennsyl- 
vania Railroad  Company,  its  snccessoi-s  or  assigns,  shall  and  will 
provide  and  pay  to  the  said  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company,  quarterly,  to  wit :  on  or  before  the  first  days 
of  January,  April,  July  and  October,  in  each  and  every  3'ear,  an 
amount  sufficient  to  pay  quarterly  dividends  at  the  rate  of  seven 
per  centum  per  annum,  upon  said  special  stock,  as  free  of  taxes 
as  the  dividends  upon  tlie  general  or  prior  stock  of  said  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company  are  made 
payable  by  the  provisions  of  said  lease,  which  payment  shall  be 
made  quarterly  in  each  year,  after  providing  foi',  and  in  addition 
to  fully  paying  or  providing  for  the  payment  of  tlie  regular 
quarterly  dividends  payable  upon  the  general  or  prior  stock  of 
the  said  railway  company,  including  under  the  designation  "gen- 
eral or  prior  stock  "  all  the  stock,  other  than  the  said  special  stock, 
which  the  said  railway  company  has  heretofore  issued  or  author* 
ized  to  be  issued,  for  which  general  or  prior  stock  a  dividend 
fund  of  $1,380,000  per  annum  is  inviolably  pledged  and  set  apart 
under  the  provisions  of  said  lease,  bearing  date  June  T,  1869. 
And  it  is  further  agreed,  that  all  needful  expenses  connected  with 
the  said  guaranteed  special  stock,  the  issue  of  certificates  therefor, 
and  the  payment  of  dividends  thereon,  shall  be  borne  and  paid 
by  the  Pennsylvania  Railroad  Company. 

The  promises  and  agreements  hereinbefore  set  forth  are 
made  by  the  said  Pennsylvania  Railroad  Company,  not  only  to 
and  with  the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  but  to  and  with  each  and  every  person  who  shall 
become  a  holder  of  tlie  said  special  guaranteed  stock. 

A  copy  of  this  agreement  sliall  be  printed  on  the  back  of  each 
.certificate,  and  the  Transfer  Agents  of  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company  may  certify,  and  they  are 
hereby  authorized  to  certify  on  behalf  of  the  Pennsylvania  Rail- 
road Company,  as  well  as  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company,  on  each  and  every  certificate  for 
guaranteed  special  stock,  issued  from  time  to  time   under  the 


297 

provisions  hereof,  that  this  agreement  has  been  duly  executed  by 
the  Pennsylvania  liailroad  Company,  under  its  corporate  seal. 

In  witness  whereof,  the  said  Pennsylvania  Railroad 
Company  has  caused  its  corporate  seal  to  be  hereunto 
affixed,  and  these  presents  to  be  signed  by  its  Presi- 
dent and  Secretary,  the  28th  day  of  October,  1871. 


J.  EDGAE  THOMSON, 
President. 


Jos.  Lesley, 

Secretary. 


Corporate  Seal 

of 

the  Pennsylvania ; 

Railroad  Co. 


For,  and  in  behalf  of  the  Pennsylvania  Railroad  Company, 
as  well  as  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway 
Company,  hereby  certify  that  the  agreement,  of  which  the 
foregoing  is  a  true  copy,  has  been  duly  executed  by  the  Penn- 
sylvania Raih'oad  Company,  with  its  corporate  seal  attached, 
under  date  October  28th,  1871. 

Transfer  Agent. 

Know  all  men  hy  these  presents,  That  ,  for  value 

received,  have  bargained,  sold,  assigned  and  transferred,  and  by 
these  presents  do  bargain,  sell,  assign,  and  transfer  unto  , 

shares  of  the  Guaranteed  Special  Stock,  issued  by  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company,  standing 
in  name,  on  the  books  of  the  said  Company,  and  represent- 

ed by  the  within  certificate  ;  and  do  hereby  constitute  and 

appoint    ^  true  and  lawful  attorney     ,  irrevocable  for 

and  in  name  and  stead,  but  to         use,  to  sell,  assign, 

transfer,  and  set  over  all  or  any  part  of  the  said  stock,  and  for 
that  purpose,  to  make  and  execute  all  necessary  acts  of  assign- 
ment and  transfer,  and  one  or  more  persons  to  substitute  with 
like    full   power,   hereby    ratifying    and    confirming    all    that 


298 

said  attorney  or 
fully  do  by  virtue  hereof. 

substitute  or  substitutes  shall  law- 

In  witness  whereof,           have  hereunto  set           hand 
and  seal,  the                 day  of                 18 
Sealed  and  delivered  in  presence  of 

[seal.] 

PITTSBUKGH,  FOUT  WAYNE    AND   CHICAGO  RAIL- 
WAY COMPANY. 

No.  Shares. 

Guaranteed  Special  Stock, 

Representing  the  actual  cash  value  of  property  placed  upon  the 
line  by  the  Lessees  and  issued  under  the  Lease  of  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  to  the  Pennsylvania  Raih-oad 
Company,  and  entitled  to  quarterly  dividends,  free  of  taxes,  at 
the  rate  of  seven  per  cent,  per  annum,  guaranteed  by  the  Penn- 
sylvania Railroad  Co.  as  Lessee. 

This  is  to  Certift,  that 

the  owner  of 

shares  of  one  hundred 
dollars  each  in  the  Special  Improvement  Stock  issued  by  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  to  the  Pennsyl- 
vania Railroad  Company,  which  lease  bears  date  on  the  7th  day 
of  June,  1869,  and  which  Special  Improvement  stock  is  by  agree- 
ment with  the  Pennsylvania  Railroad  Company,  dated  October 
28th,  1871,  entitled  to  dividends  at  the  rate  of  seven  per  cent, 
per  annum,  clear  of  all  taxes,  and  the  payment  thereof  guaran- 
teed to  the  holder  by  the  said  Pennsylvania  Railroad  Company 
as  Lessee,  the  dividends  to  be  payable  quarterly,  namely,  on  the 
first  days  of  January,  April,  July  and  October  in  each*  year,  free 
of  taxes  after  dul}^  providiiig  for  tlie  payment  of  the  regular 
quarterly  dividends  on  the  general  or  prior  stock,  including  un- 
der the  designation  "  general  or  prior  stock,"  all  the  stock  other 
than  the  said  Guaranteed  Special  Stock,  which  the  said  Railway 
Company  had  issued,  or  authorized  to  be  issued,  before  the  date  of 


299 

the  contract,  of  which  a  copy  is  endorsed  hereon,  as  appears  by 
the  agreement  of  said  Company,  dated  October  28th,  1871,  of 
which  a  copy  is  endoi*sed  hereon.  The  Improvement  Stock  rep- 
resented hereby  is  in  all  respects  subject  to  the  said  general  or 
prior  stock,  and  the  right  of  the  holders  of  said  general  or  prior 
stock  to  have  distributed  to  them  in  quarterly  instalments  an  an- 
nual dividend  fund  of  $1,380,000,  free  of  all  taxes. 

This  stock  is  transferable  only  upon  the  books  of  said  Pitts- 
burgh, Fort  Wayne  and  Chicago  Railway  Company,  by  the  said 
owner,  in  person  or  by  attorney,  and  upon  the  surrender  of  this 
certificate. 

This  certificate  shall  not  be  valid  until  countersigned  by  the 
Transfer  Agents  of  said  Company,  in  the  City  of  N"ew  York,  and 
also  by  the  Third  ISational  Bank,  the  Register  of  Transfers 
thereof,  in  said  city. 

In  witness  whereof,  the  said  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway  Company  has  caused  its  cor- 
porate seal  to  be  hereunto  afiixed,  and  the  same  to 
be  attested  by  the  signatures  of  its  President  and 
Secretary,  this  day  of  18 

President 

Secretary. 

Countersigned   and  registered  this  \ 
day  of  18     .  f 

THE  THIRD  NATIONAL  BANK 

OF  THE  CITY  OF  NEW  YORK, 
By 

Register  of  Transfers. 


j     Countersigned  this  day  of  ) 

18         .         f 


[Endorsed.] 


Tram^fer  Agents. 


300 


COPY    OF   AGEEEMENT  OF    THE    PENNSYLVANIA 
RAILEOAD  COMPANY. 

The  Pennsylvania  Railroad  Company  having,  in  pursuance  of 
Article  Sixteenth  of  the  Lease  of  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railway,  requested  the  preparation  and  issue  to  it 
from  time  to  time  of  a  special  stock,  to  be  designated  the  Guar- 
anteed Special  Stock  of  said  Railway  Company,  the  said  Penn- 
sylvania Railroad  Company  hereby  promises,  agrees  and  guaran- 
tees to  and  with  the  Pittsburgh,  Fort  Wayne  and  Chicago  Rail- 
way Company,  for  the  benefit  of  each  and  every  person  who  may 
become  a  holder  of  said  stock  after  the  same  is  issued  to  said 
Pennsylvania  Railroad  Company,  or  to  its  order,  that  the  said 
Pennsylvania  Railroad  Company,  its  successors  or  assigns,  shall 
and  will  provide  and  pay  to  the  said  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company,  quarterly,  to  wit :  on  or  before  the 
first  days  of  January,  April,  July  and  October,  in  each  and  every 
year,  an  amount  sufficient  to  pay  quarterly  dividends,  at  the  rate 
of  seven  per  centum  per  annum,  upon  said  special  stock,  as  free 
of  taxes  as  the  dividends  upon  the  general  or  prior  stock  of  said 
Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Company  are 
made  payable  by  the  provisions  of  said  lease,  which  payment 
shall  be  made  quarterly  in  each  year,  after  providing  for,  and  in 
addition  to  fully  paying  or  providing  for  the  payment  of  the  reg- 
ular quarterly  dividends,  payable  upon  general  or  prior  stock  of 
the  said  Railway  Company,  including  under  the  designation, 
"general  or  prior  stock,"  all  the  stock,  other  than  the  said 
special  stock,  which  the  said  Railway  Company  has  heretofore 
issued  or  authorized  to  be  issued  ;  for  which  general  or  prior 
stock  a  dividend  fund  of  $1,380,000  per  annum  is  inviolably 
pledged  and  set  apart  under  the  provisions  of  said  lease,  bearing 
date  June  7,  1869.  And  it  is  further  agreed,  that  all  needful 
expenses  connected  with  the  said  Guaranteed  Special  Stock,  the 
issue  of  certificates  therefor,  and  the  payment  of  dividends  there- 
on, shall  be  borne  and  paid  by  the  Pennsylvania  Railroad  Com- 
pany. 

The  promises  and  agreements  hereinbefore  set  forth  are  made 
by  the  said  Pennsylvania  Railroad  Company,  not  only  to  and 
with   the   said  Pittsburgh,  Fort  Wayne   and   Chicago   Railway 


301 

Company,  but  to  and  with  each  and  every  person  who  shall 
become  a  holder  of  the  said  Guaranteed  Special  Stock.  A  copy 
of  this  agreement  shall  be  printed  on  the  back  of  each  certificate, 
and  the  Transfer  Agents  of  the  Pittsburgh,  Fort  Wayne  and 
Chicago  Railway  Company  may  certify,  and  they  are  hereby 
authorized  to  certify,  on  behalf  of  the  Pennsylvania  Railroad 
Company,  as  well  as  of  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway  Company,  on  each  and  every  certificate  for  Guaranteed 
Special  Stock,  issued  from  time  to  time  under  the  provisions 
hereof,  that  this  agreement  has  been  duly  executed  by  the 
Pennsylvania  Railroad  Company  under  its  corporate  seal. 

In  witness  whereof,  the  said  Pennsylvania  Railroad 
Compan}^  has  caused  its  corporate  seal  to  be  here- 
unto affixed,  and  these  presents  to  be  signed  by  its 
President  and  Secretary,  the  28th  day  of  October, 
1871. 

J.  EDGAR  THOMSON, 

President, 
Jas.  Lesley, 

Secretary. 

.___ ' 

;  Corporate  Seal  I 
;  of  the  ; 

;    Pennsylvaijia    | 
;  Railroad  Com'y. ; 


For  and  in  behalf  of  the  Pennsylvania  Railroad  Company,  as 
well  as  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, hereby  certify  that  the  agreement  of  which  the 
foregoing  is  a  true  copy,  has  been  duly  executed  by  the  Pennsyl- 
vania Railroad  Company,  with  its  corporate  seal  attached,  under 
date  October  28th,  1871. 


Transfer  Agent, 


Know  all  men  hy  these  presents,  That 


for  value  received  have  bargained,  sold,  assigned  and  transferred, 
and  by  these  presents  do  bargain,  sell,  assign  and  transfer  unto 


302 

shares  of  the  Guaranteed  Special  Stock  issued  by  the  Pittsburgh, 
Fort  Wayne  and  Chicago  Railway  Company,  standing  in 
name,  on  the  books  of  the  said  Company,  and  represented  by  the 
within  certificate ;  and  do  hereby  constitute  and  appoint 

true  and  lawful  attorney,  irrevocable,  for  and  in 

name  and  stead,  but  to  use,  to  sell,  assign,  transfer  and  set 

over  all  or  any  part  of  the  said  stock,  and  for   that   purpose   to 
make  and  execute  all  necessary  acts  of  assignment  and  transfer, 
and  one  or  more  persons  to  substitute  with  like  full  power,  here- 
by ratifying  and  confirming  all  that  said  attorney  or 
substitute  or  substitutes  shall  lawfully  do  by  virtue  hereof. 

In  witness  whereof  have  hereunto  set 

hand    and  seal    the  day  of 

18 

Sealed  and  delivered  ) 
in  presence  of        \ 


[seal.] 


303 


RENEWAL 

OF 


EQUIPMENT    BONDS, 

IN 

CONFORMITY   WITH   THE   LEASE. 


UNITED  STATES  OF  AMERICA. 
States  of  Pennsylvania,  Ohio,  Indiana  and  Illinois. 

PITTSBURGH,  FORT  WAYNE  AND    CHICAGO    RAIL- 
WAY COMPANY. 
No.  $1,000. 

Eight  Pee  Cent.  Bond, 

Issued  pursuant  to  the  lease  of  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railway,  in  renewal  of  Equipment  Bonds. 

Know  all  men  hy  these  presents^  That  the  Pittsburgh,  Fort 
Wayne  and  Chicago  Railway  Company  is  indebted  to  Charles 
Lanier,  of  the  City  of  New  York,  Trustee,  or  bearer,  in  the  sum 
of  one  thousand  dollars,  lawful  money  of  the  United  States  of 
America,  which  sum  the  said  Company  promises  to  pay  to  the 
said  Lanier,  Trustee,  or  to  the  bearer  hereof,  on  the  first  day  of 
March,  which  will  be  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  eighty-four,  at  the  Office  or  Agency  of  the  said 
Company,  in  the  City  of  New  York,  with  interest  at  the  rate  of  eight 
per  centum  per  annum,  payable  semi-annually,  namely,  on  the  first 
days  of  March  and  September  respectively  in  each  year,  until  the 
principal  sum  is  paid,  at  the  said  Office  or  Agency,  on  the  presen- 
tation and  surrender  of  the  annexed  coupons  as  they  severally 
become  due,  free  from  any  and  all  income  taxes  which  may  be 
imposed  by,  or  be  payable  to,  the  Government  of  the  United 
States  on  account  thereof  ;  and  it  is  hereby  expressly  declared 
and  agreed  that  in  case  default  shall  be  made  in  the  payment  of 
such  interest,  and  the  same  shall  remain  unpaid  and  in  arrear  for 
the  space  of  three  months,  then  this  bond  shall,  at  the  option  of 
the  owner  thereof,  become  and  be  due  and  payable  immediately. 
This  bond  is  one  of  a  series  of  one  thousand  bonds  of  one 
thousand  dollars  each,  numbered  consecutively,  from  1  to  1,000, 


304 

inclusively,  and  all  of  similar  tenor  and  date,  which  are  issued  by 
the  said  Pittsburgh,  Fort  Wayne  and  Chicago  Railway  Com- 
pany, under  and  pursuant  to  the/provisions  of  Article  Second  of 
tlie  Lease  of  the  Pittsburgh,  Foi't  Wayne  and' Chicago  Railway 
to  the  Pennsylvania  Railroad  Company,  bearing  dajte  on  the 
seventh  day  of  June,  A.  D.  1869 ;  and  the_payment  of  the  inter- 
est on  this  bond  as  the  same  shall  become  due,  and  of  the  princi- 
pal thereof  at  maturity,  is  assumed  by  the  said  Pennsylvania 
Railroad  Company,  under  the  terms  and  conditions  of  the  said 
lease,  and  the  series  of  bonds,  of  which  this  bond  is  one,  is  issued 
pursuant  to  the  request,  in  writing,  of  the  said  Pennsylvania 
Railroad  Compan}^,  made  in  conformity  with  the  said  lease,  in 
order  that  these  bonds  may  be  substituted  for  a  certain  other 
issue  of  bonds,  designated  Equipment  Bonds,  wliich  are  men- 
tioned and  assumed  to  be  paid  in  and  by  said  lease,  and  for  no 
other  purpose. 

This  bond  will  pass  by  delivery,  unless  registered  in  the  name 
of  the  owner,  on  the  proper  books  of  the  said  railroad  company, 
either  at  New  York  or  Pittsburgh";  but  this  bond  may  be  so 
registered  upon  said  books,  and  upon  such  registration  and  the 
certification  thereof  hereon,  by  the  proper  officer  or  agent  of  said 
railway  company,  shall  become  transferrable  only  on  the  said 
books  by  the  registered  owner  in  person  or  by  ^torney. 

This  bond  shall  not  become  valid  or  obligatory  until  a  cer- 
tificate in  authentication  thereof,  which  is  endorsed  hereon,  shall 
be  duly  signed  by  the  said  Trustee,  or  his  successor  in  the  trust. 

In  witness  whereof,  the  said  railw^ay  company  has 
caused  its  corporate  seal  to  be  hereunto  afiixed,  and 
the  same  to  be  attested  by  the  signatures  of  its 
[l.  s.]  President  and  Secretary,  and  has  also  caused  the 
coupons  hereto  annexed  to  be  signed  by  its  Sec- 
retary the  first  day  of  September,  A.  D.  1873. 


President. 


Secretary. 


Pittsburch 


Fort  \Yayne 


and  Chioai 
A  oompilal 


i^ft 


railway  oo. 
of  the  lails 


■t^  ^^  ^-Aj^JULm0^^^ 


C347 


UNIVERSITY  OF  CALIFORNIA  LIBRARY 


YC17417ii 


